


Maggie Fitzgerald and the Saltwater Drip

by antistar_e (kaikamahine)



Category: The Amazing Spider-Man (Movies - Webb)
Genre: Alternate Universe - Canon Divergence, Alternate Universe - Everyone Lives/Nobody Dies, F/M
Language: English
Status: Completed
Published: 2014-04-05
Updated: 2014-04-05
Packaged: 2018-01-18 05:28:21
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 79,626
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1416808
Author URL: https://archiveofourown.org/users/kaikamahine/pseuds/antistar_e
Summary: <blockquote class="userstuff">
              <p>Google politely tells her there are no poisonous spiders in Manhattan. Judging by her symptoms -- fever, superstrength, newfound desire to shove herself into small dark spaces, and sudden reputation as a masked vigilante -- Gwen would beg to differ. [Spider!Gwen AU.]</p>
            </blockquote>





	Maggie Fitzgerald and the Saltwater Drip

**Author's Note:**

> Originally posted on [LJ](http://veritasrecords.livejournal.com/120759.html) in Aug 2013, this fic was my entry for the [Heroine Big Bang](http://heroinebigbang.livejournal.com/).
> 
> Its final posting to AO3 was delayed for many reasons, but it's now here because I really wanted to post it before, you know, TASM 2 comes out in the UK/Europe/Australia and Josses all my characterization :D
> 
> At this point, it's the longest, most complicated, and most ambitious thing I've ever written, and as such, credit goes where credit is due: this fic would not exist without [ammayrica](http://jerkimusprime.tumblr.com/) and [salvadore](http://archiveofourown.org/users/salvadore), who were my initial sounding board when I first turned to them and asked "what I wrote the AU where Gwen is Spider-Man and nobody dies?" and volunteered information from the comics when I asked; [ceridweyn-lin](http://ceridweyn-lin.livejournal.com/), who was my Hapless Fic Writer's Guide to New York City; [salvadore](http://archiveofourown.org/users/salvadore) (again) and [quintenttsy](http://archiveofourown.org/users/quintenttsy/), my patient, long-suffering, and overwhelming excellent cheerleaders and artists; and lastly, to [scrollgirl](http://archiveofourown.org/users/scrollgirl) and [musesfool](http://archiveofourown.org/users/musesfool), for providing invaluable feedback on the rough draft. And, of course, to everybody who left a comment on the LJ version. Thank you very, very much for your support.
> 
>  **Warnings** for SPIDERS. LOTS OF SPIDERS. Blood and minor amounts of gore. Direct displays and discussion of racism, sexism, ableism, and police brutality. Offscreen references to rape, rape culture, gun violence, gun culture.

-

  
  
(art by [quintenttsy](http://archiveofourown.org/users/quintenttsy/))

-

 

When the Himalayan peasant meets the he-bear in his pride  
He shouts to scare the monster, who will often turn aside.  
But the she-bear thus accosted rends the peasant tooth and nail  
For the female of the species is more deadly than the male.  
\- Rudyard Kipling, "The Female of the Species"

 

-

 

_The glass on the burner is cracked, its contents burned into a black crust along the inside of the bulb. He stops long enough to turn the burner off, curling his talons in and using his knuckles to handle the minuscule knob. He flicks his tongue against his teeth resignedly; they're going to have to fire somebody over that. They won't tolerate wasteful loss of equipment through negligence. What if they'd started an electrical fire?_

_There's no place at Oscorp for someone who won't think to contain his workspace before evacuating, he thinks._

_Or we could eat them, supplies the lizard brain hopefully._

_That won't be necessary, he thinks back, firm._

_When he turns around, he immediately becomes aware of another presence in the lab, a dark scuttling up by the ceiling, trying to obscure itself amongst the rafters. The only sounds are the electrical buzz of the overhead lights and the faint, crystalline sounds the glass on the burner makes as it finally cools._

_"Tell me, Spider-Man," he says. His voice scrapes out of him like it's being dragged backwards over gravel, because the tongue in his throat isn't adapted for human speech. "Have you ever seen a movie called the Million Dollar Baby?"_

_There's no reply, so he waits patiently until --_

_"Isn't that the one with Hilary Swank in it?" comes from the direction of the ceiling. "No, but there's coffee shop by the Met that names its drinks after Clint Eastwood movies. You should try it sometime, instead of being evil."_

_"In it," he continues, progressing slowly through the lab, aware of the figure above keeping pace. "A prizefighter woman at the height of her career suffers an accident, breaks her neck, and through steady decay, becomes a quadriplegic. Because she's no use if she can't fight, her trainer, who assumes she had no other reason to live, euthanizes her. And that's how the movie ends."_

_"That's horrible."_

_"Is it?" he replies, swift as the fall of a guillotine. "You see, people like me --" he flexes his claw, reveling in the pull of tendon and muscle, the pressure of his talons curling against his forearm, all sensations he only used to feel in the phantom and will never tire of, "-- are expected to take one of two courses of action."_

_He reaches the far end of the lab, keying himself into storage, again only using the rounded edge of his knuckle._

_"The first is that we accept what's happened to us and make it a part of who we are now. We continue to make the best of our lives, same as anyone else, and refuse to let anyone pity us or treat us differently, because missing a limb -- or four -- shouldn't make us any less normal. The other option is to_ not _accept what's happened to us and to always strive to -- oh, how I hate that word, 'fix' -- to_ regain _what we'd lost, because if the technology doesn't exist, it's only because we haven't created it yet. Both are commendable choices. Neither are easy to make."_

 _Spider-Man doesn't reply, but he doesn't really need Spider-Man's input on this: this is the fall after the precipice, so many angry words he's wanted to say, to explain to_ anyone, _while knowing that nobody would listen because nobody wanted to listen. He couldn't stop even if he wanted to._

 _"So what if I removed the choice?" He taps the tip of one talon, then two, against the top of the Genali device. "Give people no choice as to whether or not they could be_ better." __

_"That's pretty cold-blooded, and I say that, of course, with full sensitivity your current state. People should always have a choice, Doc."_

_Spider-Man's voice has changed location, but the lizard isn't worried: spiders are just prey to the lizard brain._

_"And you, Spider-Man?" he says pleasantly. "Were you given a choice?"_

 

-

 

They say you will be bitten by a spider no less than 500 times in your lifetime, and you won't even notice 95% of those bites.

With all due respect, Gwen would like to punch those people in the face.

 

-

 

She's in third track European History when things start to get weird.

It's April Fool's Day, and nothing anybody does on April Fool's Day is _ever_ funny -- it's just awful, up to and including Ms. Ngiwidi declaring a pop quiz at the start of class, because it's _not_ an April Fool's Joke. She actually goes through with it. Furthermore, it's one of those quizzes a teacher can only pull once in their entire career, because afterwards, nobody ever trusts them again: the answer to every question is "C".

"You have to admit, your faces were priceless," she chuckles, neatly arranging their quiz sheets into a nice pile on her desk and ignoring their outrage. "I do wish my phone had a camera."

Ms. Ngiwidi is a plump, middle-aged woman with a squarish jaw like a picture frame, who trots around in sandals even in the dead of winter and wears her scarves neatly knotted over one shoulder. This is her twentieth year teaching history at Midtown Science; there'd been a bagel breakfast back in January to commemorate. To get her students to learn, she fills her classes with fake game shows and scavenger hunts, and wheels in the old TV with the VHS player from the gym to show them war-era propaganda ads, which at the end of the year usually makes her one of the clear favorites.

_Usually._

In the back of the room, Gwen Stacy drowses off, her arms folded across her desktop and brain nitpicking over the questions she changed, thinking if only she'd trusted her gut -- that _yes,_ Nazi Germany declared war on the United States in the _December_ of 1941, immediately following Pearl Harbor, not May like she eventually went with because it gave her a plausible mix of letters on the quiz sheet -- she'd've done better, and hoping that Ms. Nwigidi believed in the power of the bell curve.

It's too warm in the classroom and she doesn't feel well at all, and keeps alternating between too hot and too cold depending on which way the breeze goes across the back of her neck. She buries her face into the darkness at the crook of her elbow, willing the shipwrecked pitch of her stomach to stop churning. She feels trapped in the fabric of her sweater, like she's going to stew in her own cold sweat.

She wakes up fifteen minutes later when Ms. Nwigidi good-naturedly slaps a notebook down inches from her face like she's swatting a fly. It's what she always does to sleeping students, to get them to jump so that everybody can have a laugh at their expense.

It works.

Gwen jolts clear out of her seat, and the next thing she knows, she's got her back up against the wall. Except --

Except she's looking down on everyone, because she's half-way _up_ the wall, clinging there like she'd velcroed herself up among the maps of eighteenth century slave trade routes and all the countries Russia controlled back when it was still called the USSR.

"Um?" she manages.

Ms. Nwigidi and the students in the back row blink up at her. Over by the window, Melissa Klaus half-rises out of her chair like she's going to come help, except she doesn't seem to know what to do any more than Gwen does. Everything looks different from this angle, she realizes, glancing out across the field of faces turned in her direction and the whiteboard with notes scrawled across it in dying green marker -- this must be what it's like to be a tall person. Albeit a really, _really_ tall person because (she looks down) her feet are at least eight feet off the ground.

"Um," she decides, and lets go.

She lands neatly in a crouch, which surprises her, and she pops upright, ponytail bouncing against the back of her neck and making all the hairs along her arms to stand on end.

She tries to focus, but something buzzes up by the lights and then Icarus Wilde sniffles from two rows over, the airways in his nose and throat contracting all at once to suck down snot in a way Gwen can just _sense,_ and both those things sound as loud as percussion in her ears; she resists the urge to whip her head around like a tweaker and instead sinks slowly back into her seat, feigning nonchalance, like whatever, she just wound up half-way up a wall and clung there like silly putty, no big deal. 

Ms. Nwigidi is still standing in front of her, and Gwen blinks up at her until her face solidifies. "Sorry. What was the question?"

"Do you have a fever?" Ms. Ngiwidi asks, brows drawn low in concern.

Gwen had tried to take her temperature that morning, sitting on a stool at the breakfast bar with the thermometer popped under her tongue and timing herself to the strains of Good Morning America coming out of her parents' bedroom, but with her brothers crowded around, Simon chanting, "are you sick? Gwen, are you sick?" and Howie demanding to know if it's mono and if so, who did she have a rousing game of tonsil hockey with ("what does that mean?" Simon asked, and Gwen grabbed Howie's head under her armpit until he took it back and Philip hollered at them because they were in danger of upsetting his bowl of cereal,) she had to keep pulling it out to talk, so while it said she didn't have a fever, it also tried to tell her that her temperature was 94ª, so. Grain of salt.

Either way, she didn't have a good enough reason _not_ to go to school.

It's taking too long to answer the question, because more lines appear between Ms. Ngiwidi's brows, so she says quickly, "I'm fine. Just. Tired."

"Mmhmm." Her teacher could sound a little more disbelieving, but she'd had to try pretty hard. She walks back to her desk and pulls a notepad towards her. "I'm sending you to the nurse anyway. Either you're sick or you're not, but I've a feeling you're going to be useless to my classroom today."

"Sorry," Gwen goes, chagrined, and gets up to accept the slip of paper Ms. Ngiwidi holds out.

She squints, eyes ticking between Gwen's own, and Gwen lets her, feeling hyperaware of everybody else's eyes on her, too. She'd covered up most of the grey pallor she'd woken up with with liberal amounts of foundation, and her eyes had looked fine in the mirror this morning, not bloodshot or dilated or anything, so there's no reason Ms. Nwigidi should report her for drug testing.

The hallways are quiet. She becomes overly conscious of the squeak of her sneakers against the linoleum and the way it echoes. Since there's no one around to see, she slips her hands up and presses her ears shut.

It doesn't help. She can still hear the minute vibrations of her feet make every time they make contact with the floor. If anything, it seems even _louder_ in the dark, cupped space between her ears.

The nurse likes embroidery, and is constantly picking up new patterns from the hobby store to work on. The walls of the school infirmary are covered with her projects; embroidered squares of cats playing with yarn, flowers, encouraging motifs, and even one that says "science rules, religion drools" in a rosy, sweeping cursive, which Gwen figures the administration allows to remain up only by virtue of the fact they haven't looked too closely at it yet.

Like everywhere today, it's too hot in here, and Gwen sidles into the corner to sit down.

The nurse steps out of her office, takes one look at her, and says shrewdly, "Cramps?"

Gwen blinks, before remembering that the only other time she's been to the nurse's office was when she needed somewhere warm and dark to curl up until the Midol kicked in.

"No, I'm … falling asleep in class." She holds out the note, since 'and performing incredibly physical feats i wouldn't accomplish otherwise' seems too ridiculous a complaint to formally lodge.

"Ah, yes," says the nurse, wry but not unkind. "That rare and curious disease, exhaustion. I'm afraid there's no saving you, Ms. Stacy." She gestures towards her office door. "I have some stationary, if you'd like to make any official last requests."

Nevertheless, she lets Gwen sleep until the end of A track, giving her a blanket and turning off the lights before slipping back into her office. Gwen toes out of her shoes and curls into the back of the sofa -- it smells musty, like patchouli and old polyester, which seems like an odd thing for a school sofa to smell like -- and listens to the nurse go about her business, tapping away at her keyboard and then getting up to open boxes, muttering to herself. It seems a little strange that Gwen knows exactly where in her office the nurse has to be standing based on those sounds alone, but no stranger than what happened in third track, either. She pulls her hands out from under the blanket and peers at them in the dim light, but they don't look any different from normal.

Still. She had _clung_ to the wall. With nothing but her fingertips!

The bell rings for fourth track, and again for lunch. The nurse microwaves something that smells really cheesy, and comes in before B track starts.

"How do you feel, Gwen?" she asks, and, "careful, I'm going to turn on the lights."

Gwen takes stock. Mostly she feels hungry, and nauseous, and neither of those are pleasant in combination. The weirdness is still there, too, but she doesn't know what to do about that, so she focuses on what she can handle. "I think I might go home," she ventures, and tries not to feel -- the way the 99th percentile always feel when they realize they're going to have to miss school -- like she's lost some kind of battle.

"And actually rest while you're there," the nurse suggests in return, with a knowing look, before she straightens up and starts digging in a drawer to find her thermometer, because school rules require her to take a temperature before sending a student home.

"Hearty soup and _Beauty and the Beast,"_ Gwen promises.

The nurse returns with one of those electronic in-the-ear thermometers, gesturing for Gwen to tilt her head up. She's wearing a sweater that's all pastels, held together at the top with a brooch haloed with tiny, white-star rhinestones, which gives her throat the appearance of being covered in dewdrops, or small bits of frost. A moment later, there's a beep, and the nurse immediately frowns.

"Huh," she says, pulling back, and then visibly dismisses her concern with a, "the battery must be going."

She turns away, but not before Gwen catches sight of the big block letters on the screen, which say 89.9.

 

-

 

The boys troop home right on time, bringing with them the heavy clatter of backpacks hitting the ground, shoes being kicked off, heated arguments started and won in the time it takes to say, “yeah, but you smell like _turd.”_ Gwen sighs, rolls over, and pulls her covers up over her head.

Simon must notice that Gwen’s shoes and bag are already sitting by the door, because he suddenly exclaims, loud enough to make her cringe as it lances straight through the front of her skull, “Is she home? Is Gwen home?”

“She shouldn’t -- she doesn’t come home until after Mom and Dad do, usually.” There’s a frown in Howie’s voice.

Simon picks up on it. “Is she okay?”

“Don’t ask me, go see for yourself,” he answers impatiently. Philip’s rummaging in the kitchen distracts him. “Oi, are there any Fritos left?”

“Yeah, but I’m going to eat them all,” Philip taunts.

Gwen picks up the sound of little sock feet padding towards her door. Their owner doesn’t weigh more than seventy pounds, and Gwen doesn’t know how she knows that. They stop abruptly. If she rolled over and looked, she could probably make out his shadow stretching out underneath the crack between her door and the floor.

“Her door’s closed!” Simon shouts, with no appreciation for the fact that Gwen might, in fact, be sleeping behind said closed door.

And Howie, who at thirteen has discovered that if you expect your own closed door to be respected when you want privacy, then you must give the same respect, shouts back, “Well, then, don’t disturb her! You’ll see her later, Simon, God, cut the cord. What do you want for a snack?”

That works -- Simon pivots and pounds back down the hall, shouting, “Trail mix, trail mix!”

“Shock,” snorts Philip, garbled around the mouthful of Fritos he’s crunching. “He’s just going to eat all the M&Ms, that doesn’t even count.”

Gwen manages to doze off for another twenty minutes or so, too hot under the covers but unwilling to unwrap herself. She’s still in the clothes she wore to school; didn’t even bother peeling out of her socks before collapsing into bed, and her phone sits on the mattress by her head. She looks at it and debates who she could call to get the day’s assignments. Maybe Penelope won’t think it’s too weird.

When she next wakes, it’s because Philip is easing the door open, going very slowly so that the hinges don’t squeak. Gwen is instantly alert, so when he stealthily tiptoes the rest of the distance between her bed and the door and crouches down like he’s going to pounce on her, she reacts instinctively.

He leaps, and she explodes out of the covers, twisting out from under his trajectory and catching him midair, using his momentum to wrestle him into a headlock and subdue him. It surprises her -- she’s never performed that move quite so cleanly before. Usually she at least gets a knee to the kidney, or is completely caught off guard and only wakes when the full weight of a bony brother lands on her. Philip thrashes in her arms, bellowing in surprise and outrage, and she laughs triumphantly.

“I thought you were sleeping!” he protests, as soon as he wriggles free and settles at the foot of the bed, well out of her reach.

“Well, I _was,”_ she retorts, folding her legs and giving him a pointed look.

He works his jaw mulishly. “How’d you know I was coming? I was trying to be quiet,” he says, accusing, like it’s her fault she didn’t let herself get pounced on.

“I’m your big sister, I’ll always know where you are. Now, what’s up, Thundercat?”

The unhappy look vanishes off his face. “Can you take me to the skate park?”

She frowns. “Is it warm enough for that?”

“There were a bunch of kids there when we walked by earlier,” Philip says, like it’s an answer. There are always kids at the skate park, even when the gates are locked in the dead of February because there’s two feet of snow on the ground. “Please, Gwen, please.”

“We’ll go when Mom or Dad get home, okay?” she compromises, and scoots to the edge of her mattress, retrieving her phone and checking for messages. “Did you get your homework done?”

“ _Gwen,”_ he complains.

Her mother gets home first, letting herself in with her big purse and reusable tote tucked under one arm. Celery stalks poke out of the back of the tote bag, and Gwen’s stomach rumbles in anticipation of a home-cooked dinner. Between them, her parents usually come home way too late and too exhausted to do much more than microwave a big platter of something from Costco, or pass a takeout menu over to them with an admonishment to “choose responsibly,” and to “at least choose _something_ with a fruit or a vegetable, please, I don’t want to explain to the hospital why my children all have scurvy.” Classy dinners happen rarely in the Stacy household.

Her eyebrows tick up in surprise when she sees that Gwen’s home. “Hi, honey, I wasn’t expecting you,” she says, toeing out of her shoes, and then she smiles happily when Simon comes beelining right for her. She ruffles his hair in greeting, interspersing his excited chatter with appreciative noises.

Gwen follows her into the kitchen and helps her unload the groceries -- more trail mix, of course, because Simon’s going through a phase where he refuses to eat anything else, and fresh produce. Gwen sticks her nose in a clump of cilantro while her mother’s back is turned and breathes deeply, because _fresh produce._ “I got sent home after A track. I don’t have a fever!” she adds quickly, preempting her mother’s attempt to feel her forehead. “I just wasn’t feeling well.”

Helen nods, clearly swallowing down the part of her that’s still at work and wants to push for more details. “Can you get the assignments from somebody?”

“Yeah, sure,” Gwen lies. And, “hey, Philip wants to go to the skate park, so I’m going to take him.”

Her mother grants them an hour and a half, so Gwen goes and rouses Philip out of his room, where he has, of course, gotten engrossed in another project while waiting. “Get your board, bruddah, let’s go hang ten!” she tells him, faking an surfer accent just to see the horrified face he’ll make. Whatever, everything they know about surf culture comes from the Disney Channel anyway.

She’s surprised to find that he wasn’t lying: the sun came out while Gwen was sleeping, bright even as afternoon lengthens into evening around them. A mild breeze stirs the bare branches on the trees and lazily picks at the flags clustered along the facade of the international grocer’s on the corner. If you closed your eyes, you could almost pretend it was a spring day. Everybody apparently has the same hopeful idea, because the sidewalks are busy with foot traffic and noisy with conversation. People buffet up against her from every side.

She gets about two blocks before she has to swallow her pride and call, “Hey, can we slow down? I don’t feel so great.”

"I thought you said you weren't sick," Philip grumbles, circling back around to her.

It’s better at the skate park, but not by much. It’s crowded with people, heady on the promise of warmer weather, breaking out their bikes, rollerblades (Gwen didn’t know people still did that), and skateboards for the first time this season. As Gwen holds the gate open for Philip to slip through, a young family nearby shouts encouragement to a girl wobbling unsteadily on the back of a bicycle. Her training wheels lay discarded on the cement by the track.

Gwen even spots a familiar face: on the other side of the half-pipe, Peter Parker catches her eye and gives a quick, awkward wave, tucked close to his body like he isn’t sure of its welcome. He’s got on buffalo plaid and dark jeans that look like they came from the girl’s side of Anthropologie, with red Converses laced up over the hems.

She nods back in acknowledgement, and turns to inspect Philip strapping into his protective gear. 

“Who’s that?” he wants to know, plunking the helmet down onto his head. In about four runs down the pipe, he’s going to peel right out of it, half because it’ll get too hot and half because he’s just now entering that age where he’s susceptible to peer approval and helmets are still, unfortunately, Not Cool™ with the fourth grade demographic. She’ll pretend not to notice, but for now, she tilts his chin up and checks the strap.

“He’s in my class,” she answers absently. Their freshman year, their Biology teacher had picked two of the Honors class’s final papers to present at a state-wide academic tournament that June. Peter had gone dressed much the same way he was now, and, at fourteen, Gwen had resented him for making her feel overdressed the entire time they were there. He’d written his paper on Francis Crick and James Watson, the two geneticists credited with discovering the existence and function of DNA, which Gwen only remembers because James Watson had actually been in attendance and Peter had promptly put his foot in his mouth by pointing out that Dr. Watson was a famously documented racist. That’s all Gwen really knows about him.

“All right, you’re good,” she thunks the top of Philip’s helmet. “Go knock yourself out. I’m going to go sit over there, with all of your adoring fans.”

She climbs up the bleachers, where it’s quieter and she doesn’t feel so accosted by other people’s proximity, assaulting her senses and making her skin feel too tight, like all the world is trying to fit inside it and there isn’t enough room. She’d hoped that going home to get a good nap would have gotten rid of that weirdness, but it hadn’t.

It takes a few runs down the shallow half-pipe for Philip to warm up and get into his groove, by which point Gwen’s mostly absorbed in the copy of _Persepolis_ she found tucked into her purse.

The sun sinks to a low burning orange between the buildings, and finally, when it gets too chilly for her to just keep sitting there, she closes it and calls for Philip.

“Hang on, I want to try something!” he kicks up his board and races to the steeper half-pipe, now mostly clear except for a few of the high schoolers sitting around a cooler and doing lazy loops. He glances back over his shoulder, his hair sticking up in every direction from the wind. He’s the only one in the family with dark hair; the rest of them took after their mother.

“I’m watching,” she assures him. She picks up his helmet, looping the straps around the clip on her purse and snapping it shut so they don’t forget it. “Go on, show me how much of a badass you are.”

Quickly, he retorts, “Only if I get to tell Dad you said a bad word!”, before tipping over the edge and zooming down the pipe.

Gwen’s stomach immediately swoops with dread, like something horrible has already happened and she’s just now receiving the news, and if she pinches herself, she’s not going to wake up from it. She goes cold, all the way through, and finds herself on her feet without conscious direction from her brain.

She moves, even before Philip’s weight tips precariously in the middle of his rebound, his balance disturbed by the unexpected height and his center of gravity shifting way too far to compensate.

 _No,_ she thinks, but it’s done.

His arm flails out wildly, looking to break the inevitable fall, angled in such a way that she already knows it will break when his weight lands on it: sees it clearly like it’s already happened, and she reaches out to stop it.

She grabs his wrist -- 

And then her heels hit the concrete. She braces, hard, as that bit of contact takes the full brunt of Philip’s fall.

He skids a little against the side of the pipe, the soles of his shoes scrabbling for purchase and his board clattering, riderless, down into the well. He claws at her hand with both of his, like he doesn’t quite believe it’s there.

Gwen notices a lot of things at once:

One, that his hands are icy cold, and she realizes that even though there’s a promise of spring in the weight of the warm sunshine on the back of her neck, that it’s still winter in the shade, and he shouldn’t be out in just a windbreaker.

Two, that his heart is pounding, so loud in her ears that for a moment, she confuses it with her own. Their blood races in tandem, still caught in that moment before the plummet.

Three, that there are several loud voices clamoring somewhere beyond them -- someone exclaims, “holy hell, nice save!” and somebody else says, “woah, wasn’t she all the way over there?” -- and Gwen hears all of it as plainly as if they’re standing right next to her, though when she looks, there isn’t anybody else nearby. No one could have gotten to Philip in time --

Except she did. And she was farther away.

Finally registering what happened, Philip’s head snaps up, and he gapes at her in surprise.

“Gwen? What --“

“All right.” She hauls him up, and he goes a lot easier than he should, so easily that she overcorrects and almost lands on her own ass. “No more badass for you.”

Philip works his mouth fishily, standing on the lip of the pipe and looking from her to the bleachers and back again, and Gwen is suddenly furious with him.

“Do you realize what could have just _happened?”_ her voice climbs. “You didn’t even have your helmet!”

It works. He puffs up, affronted. “I would have been fine!” he blusters, and then ruins it with the way his voice cracks, making him sound far, far too young to be here, on the steeper pipe with the high school kids. _He’s ten,_ she remembers, and sets her jaw.

“You’ve got to get in a _lot_ more practice before you’re ready for this pipe, I don’t know what I was thinking,” she says, grabbing his elbow and steering him towards the gate. “I should have been paying more attention. I shouldn’t have let you take your helmet off --”

“Nothing even happened!” Philip yells over her.

“Because I was there!”

But how did she do it? She doesn’t remember -- she just _knew_ that Philip’s fall was going to be disastrous, just like she knew she needed to be there to stop it, and then she _was._

“Hey!” calls a voice.

It's Peter, jogging to catch up with them, and he’s got Philip’s skateboard, which they'd completely forgotten about.

She turns back to him, flustered. “Oh, right, thanks."

“Yeah, no, of course,” he returns in the same vein, and hands it off to Philip with a, “That was a close call, man!”

“It was _supposed_ to be awesome,” Philip grumbles, tucking the board lengthwise behind his head and assuming what she supposes he thinks must be a nonchalant pose.

“I bet it was!” Peter bobs his head earnestly, like he never doubted it. “What were you trying to --“

“We should go,” Gwen cuts in, because they do, and because Philip definitely doesn’t need the encouragement.

“Right, right!” He backs off immediately, and says, “see ya, Gwen,” with another one of those awkward little waves, which startles her into blinking at him, because she didn’t know that he knew her name.

A frosty silence lingers between her and Philip the entire way home, broken only when he grudgingly asks, as they round the corner by the international grocer's, “Are you going to tell Mom and Dad?”

“No,” Gwen admits. “Because nothing happened. Which doesn’t mean it _couldn’t_ have, do you understand that?”

“Sure,” he lies brazenly, with the casual ignorance of a child who hasn’t really had anything bad happen to him before and therefore has no basis for comparison. He skips on ahead, cut free with the knowledge that there are going to be no repercussions from today, not even a skinned knee to show for himself. Gwen trails along behind him, still hypersensitive all over and not liking it one bit. She follows him with her eyes, wondering whether she could get to him with the same speed if something were to happen to him, right now, if a car came --

 _Stop that,_ she tells herself, horrified. She pulls her peacoat tighter around her and steps fast to catch up.

When they get home, there’s a pot of stew simmering away and a salad already prepared, sitting in a big bowl by the stove. Philip immediately goes to pick at it, rooting out the best bits of tomato and furtively popping them into his mouth. Their parents are both on the loveseat with the laptop, her mother with her feet tucked up under her, leaning against her husband’s side so she can see the screen, while behind them, Howie clicks around on the family desktop, surreptitiously stealing glances over his shoulder at them before tabbing over to YouTube.

It’s a rare sight to see them both here -- lately, her father hasn’t been home until well after dinner’s cooled and divided into Tupperware containers in the fridge, and now that she sees it, Gwen hadn’t realized just how long it’s been since the last time they were all home this early.

They’re Skyping with someone; Gwen catches the tinny sounds coming from the laptop speakers, and her father glances up just long enough to give her a crinkle-eyed smile of greeting. For a moment, she wants nothing more than to go over there and curl into his other side and let him hug her into him until she feels a little less awful in her own skin.

But she doesn’t want to disturb the scene, so she cuts straight through to her room without even bothering to take her shoes off first.

The door clicks shut behind her, and she puts her back up against it, dragging a deep breath into her lungs. 

She slides to the carpet. Across from her, a rim of frost has already started to collect around the edges of her windowpane; the air twenty stories up is much colder than it was on the ground. She flits her eyes around the room, and then, very slowly, lifts her hand to touch the mark at the back of her neck.

 

-

 

Tuesday is much of the same. Because so many people actually fell for it, Ms. Ngiwidi winds up striking the April Fool’s quiz from her grade book, which makes everybody feel better about themselves and at least gives them a valuable life lesson to take home: trust no one. Gwen's nausea finally abates half-way through the morning, making her ravenous for lunch, and by the time B track starts, she's almost gotten used to the self-conscious hyperawareness that comes with suddenly knowing exactly where her own body is in space in relation to everybody and everything else.

Almost.

She catches up to Penelope during her free track, finding her in the gym, working on a banner for the May Day concert that the school choir puts on every year.

"Hey, Gwen!" She sets her brush down. Penelope's most prominent features are her thick black frames. Her hair -- also jet black in that noticeably fake, dyed way -- sprouts out of her head in a cluster of ponytails, held in place with rainbow-hued elastics. It's the kind of look you can only get away with at the age of six and, apparently, sixteen. "Are you feeling better?"

Gwen hugs her books close to her chest, warmed by the thought that someone noticed. "Yes," she says. And, "Although, can I borrow your notes for Lit?"

"Um, sure. I mean, I can't promise they're any good, but," Penelope turns away, looking around for her backpack --

Which, naturally, is when a basketball comes hurtling from the direction of the court, aimed straight at the back of her head.

Effortlessly, Gwen reaches out and grabs Penelope by the back of her paint-splattered henley, yanking her just enough off-balance that the ball sails past them and rebounds off the bleachers.

Penelope whirls. " _Flash!"_ she bellows. "You did that on purpose!"

Gwen blinks, and looks down at her hands with a faint sense of resignation.

Debate club doesn't meet on Tuesdays, so rather than track down the club leader and apologize for missing yesterday's lesson like she'd been planning, she skips right out after the last bell and heads uptown, towards the Oscorp Tower. By taking the most obscure subway line she can think of, she gets lucky and finds herself in a mostly-empty car, sharing it only with a trio of tourists who keep consulting their fold-out subway map while trying to make it look like that's not what they're doing. She closes her eyes, testing, and yes -- every time a bump in the tracks jars through the subway car, her senses align to pinpoint their exact location within it. She can feel their weight, their presence in this space, like she's sitting in the center of a web and they keep on tugging at the line.

 _Well, that’s not weird at all,_ she thinks, and starts rummaging around in her bag for her employee badge.

Because she's still in high school, she only works at Oscorp on the weekends. Part-time, unpaid internships suck balls, no matter how good everybody tells her they look on college applications or job resumes, but at least she gets to wear a cool lab coat and have her very own laminated badge. That goes a long way to making any seventeen-year-old feel good about themselves.

Also, Saturdays and Sundays are usually pretty laid-back -- in the lab, it's just Dr. Connors and his team, Gwen included, so it's weird, coming in on a weekday and seeing twice the number of suits she usually does. Trying to get across the lobby, it's suddenly very obvious to Gwen that Oscorp is, you know, a _corporation:_ investors and accountants and marketing interns cross the stream in a hurry, like they always need to look like they're Doing Something, and she keeps catching snatches of talk about offshore accounts, Norman Osborne's deteriorating mental state, and sums of money that sound ridiculous to her. Visitors stay clustered together in tight, brightly-colored groups, carefully herded by a tour guide.

As she steps into the elevator, a disembodied voice helpfully reminds her that "responsibility, integrity, and resourcefulness" are the Oscorp way. She swipes her card to get into the lab, and just like that, the noise takes on a different caliber, this one more familiar: chattering technicians, the high whine of the centrifuges, and the soft, bell-like chiming of the holographic display in the center of the room as it plays on loop.

Ripley’s at her station, so Gwen beelines across the lab to her.

She glances up distractedly when Gwen stops next to her stool, and then double-takes.

“Woah, hey there, Gwen,” she says in surprise, blinking owlishly. “What day is it?”

“Tuesday,” Gwen supplies helpfully.

“Oh, thank god.” Ripley takes a moment to smooth down her hair and check her immediate surroundings, before compartmentalizing and giving Gwen her full attention. “You scared me. I thought I’d lost an entire week and it was Saturday again.”

“No, you’re good, don’t worry.”

Ripley is Gwen’s favorite coworker. She’s a college student, she thinks: undergrad or graduate, Gwen’s not really sure -- it all falls under the vaguely futuristic heading of “college” to her, and Ripley’s got the kind of face that makes it hard to determine how old she might be -- and she’s got more lists than hours in the day. She wears the permanently half-crazed look of someone who was told they were smart at a young age and has spent their whole life trying to live up to it. Being around her makes Gwen think more seriously about throwing up her hands and becoming a trucker.

“Did you forget something?”

Gwen pulls up a stool from a nearby station and perches upon it, trying to decide what she wants to ask first. She flicks her bangs out of her eyes.

“Ripley, are there any animals that can suspend themselves without claws or a prehensile?”

To her credit, Ripley gives no indication that she thinks this line of questioning is odd.

“Sure!” she says immediately, and bends down to fetch her tablet out of her bag. She thumbs it awake. “Geckoes can, and most insects spend their entire lives laughing in the face of gravity. Ants, especially, can walk upside down across glass and carry 200 times their own body weight at the same time.”

All employee-issued tablets come with the Oscorp encyclopedia preprogrammed into them, so Gwen isn’t surprised when Ripley tabs that open. She thinks she might know what's coming.

“Our spiders can too, obviously, since that’s what we engineered them to do. Super-spiders. Popeye spiders -- spiders on spinach,” she angles her tablet over, and Gwen leans in. Sure enough, blown up to pixelated proportions with the Oscorp watermark splashed across it, is the same spider she found under the collar of her lab coat Sunday night.

The back of her neck prickles with the phantom sensation of a bite, and she retreats, rubbing at it self-consciously.

“What about humans?” she asks, and Ripley tilts her head, regarding her curiously for a beat.

“… are you talking about carbon nanotube technology?” she asks. “The Italians promised they’d have a prototype suit by 2010, which, yeah, that’s worked real well for them, but it means that Oscorp can’t touch it until the intellectual property rights expire. That, and --“ she waves a hand around. “The scientists responsible for sorting out the spiders' patents and potential commercial products both died about ten years ago, so we’ve kind of just stuck them in a room and haven’t done much with them.”

“Carbon nanotubes?” Gwen prompts.

“Microscopic velcro, basically.” 

She drags her fingers across the screen, taps at it, and turns it to show Gwen a diagram of what looks like the prototype of a glove. The cross-section highlights the miniature hooked barbs on the fingertips. It reminds Gwen of the way cat’s tongues look like under a microscope. 

“Ideally,” says Ripley. “With these, you could find traction on any surface -- glass, steel, Styrofoam -- and suspend yourself indefinitely, vertically or even upside down. Like I said, the Italians are working on incorporating it into a suit. Supposedly.”

“But they don’t have our spiders.”

“Nah. I don’t know if they really need it, but having them helps.”

“And you said they can carry up to 200 times their own body weight?”

“Superstrength, yes. We got the idea from studying ants.”

“Huh.” She blinks rapidly. “Okay, thanks, Ripley.”

“Gwen?”

But Gwen has already pivoted on her heel, hurrying back across the lab. Through the glass, she spots Dr. Connors in his office with somebody she thinks might be Mr. Ratha, Norman Osborne’s CFO. She slips into the hall before they can spot her, because while Dr. Connors has been nothing but outstandingly kind to her since she got the internship, she isn’t sure how to explain _I think I’m having a bizarre allergic reaction to one of your spiders_ in a way that would reflect well on anyone. Besides, they look preoccupied; Dr. Connors has his arms folded across his chest, frowning down at the carpet and absently holding the place where his coat is pinned around the stump of his missing arm, and he's keeping his desk between himself and Mr. Ratha.

Her feet take her down the hallway from there, retracing the path she took on Sunday. She hadn’t started feeling strange until she’d clocked out and was on her way home.

The spider room is tucked back behind a partition at the end of the hall, not unlike the way they do when they design janitor’s closets or restrooms into the layout, making it easy to overlook if you don’t know it’s there. She keys herself in. 

Inside, the lights are dimmed down low, wreathing everything in an ethereal blue like antifreeze. She cranes her head backwards; the spiders themselves slide industrially up and down the contraption built for them in the middle of the room, both working in tandem to weave together heavy cables of metallic silver.

Gwen watches them for a long moment, slim little bodies winking in and out of view, before she stretches her hands out in front of her, studying the pads of her fingertips.

 _Cat’s tongues,_ she thinks, and then turns around. She slips out of her coat, leaving it and her bag puddled on the floor. Carefully, she places both hands on the wall, positions the rounded toe of her boot the way she’s seen rock climbers do, and then pushes off with her other heel.

She climbs.

When she reaches the ceiling, she just repositions herself and keeps going; hand, toe, hand, toe. No blood rushes to her head, no vertigo tells her she’s about to fall. She knows exactly where she is in space.

“Well, Gwen Stacy,” she tells herself, stretching her neck back to look at the room upside down, ponytail dangling and the blue lights all around and the symphony of spiders below. “You got bit by a spider and now you have super senses and the ability to climb walls. What are you going to do with yourself?”

 

-

 

"Wait, did you say every 85 minutes?"

She's already found her groove and doesn't slow down at the interruption. "Yes," she confirms. "Think of it like a secondary REM cycle, I guess. It's your body's way of using the downtime available while you sleep -- because hey, you're not doing anything productive -- to make sure that all your plumbing is working properly. Like weight training or conditioning or something, keeping it in shape so that it doesn't fail you when you need it."

"Um."

"So when you wake up with morning wood, all it means is that you've woken up in the middle of one of those repetitions. It has nothing to do with what you were dreaming about, so the next time you wake up with a boner after dreaming about your vice principal being dragged to the bottom of the aquarium by an octopus, don't worry, it's not your subconscious trying to tell you something about your sexuality."

"I am uncomfortable," Miles decides. He's giving her some serious side-eye.

"Sorry," says Gwen, dropping her hands to her lap from where she'd been pinwheeling them in enthusiasm as she talked, and tries justify the direction the conversation just took. "I read a lot, is all. Sorry," she says again, and peels off a bit of her soft pretzel to stuff in her mouth. "I'm not very good at ..."

"Casual conversation among friends?" Miles supplies when she doesn't finish, sounding wry. He's still in junior high, a bird-thin boy with big hands and big feet and big brown eyes, and he jokes that his family took the "America is a melting pot" thing so seriously that when standardized tests ask him to identify his race and ethnicity, he has to check _every single box._ "I got no room to judge. I mean, hey, my Friendship is Magic circle contains Ganke and Kate Bishop, for crying out loud. I just … don't think I've ever talked to a teenage girl about morning wood before."

"Teenage girls are interested in boners, too!" she protests, which makes Miles choke and spray Coke out his nose.

She and Miles have an arrangement. For signed statements saying that one of them is tutoring the other and earnest, entirely false progress reports, they get credit that looks great on school applications and a free hour to sit on the steps of the Met and eat ice cream cones or hot dogs with all the trappings or whatever they're in the mood for.

Their parents never questioned it: her parents took one look at Miles, and his parents took one look at her, and they both nodded like that's all they needed to see.

"It was on my brain," she says. "I was talking to my brother about it this morning. He's your age, you know."

Somehow, this seems to surprise Miles even more. "You talk to your brother about boners?" he says, incredulously and a little too loud, but fortunately, this is the Met on a weekday afternoon and nobody even so much as looks at them funny.

She tilts her head, and points out in a droll tone, "Can you imagine my parents doing it?"

And he makes a face at her, because yeah, no, getting the sex talk from a police captain and/or the kind of attorney who looks good in bold Time Magazine quotes is the kind of thing that scars you for most of your pubescent years. Then his constipated look deepens even further, and he says, "Oh god, can you imagine _my_ parents doing it?" and Gwen makes his face right back at him. The Moraleses are, respectively, an engineer at Oscorp and a obstetric surgeon at the Roosevelt, and that sex talk, when it happens, will probably be thorough enough to make one's gonads shrivel up in mortification.

She punches his arm in a "sucks to be you" gesture of solidarity, and then gets to her feet, licking the last remnants of salt from the pretzel off her fingers, because the grease is half the fun and why waste it on a napkin?

"Are you serious?" Miles protests, watching her. He wads up his wrapper and stands up, too. "You were touching the ground with those. You do realize you're probably licking bird shit, right?"

"… well, _now_ I do." She finishes wiping her hands on her coat. "Come on, I want coffee before we head back."

"Really? The white girl wants Starbucks? It's like you're a walking stereotype."

"Excuse you," Gwen retorts, with no real offense. "Look at these feet. Do you see any Ugg boots on these feet? No. These are knee-high ass-stomping boots. From Target."

"You have two pairs of them. Who has two pairs of the _exact same boot?"_

"Because contrary to popular belief, sometimes black doesn't go with everything. But ass-kicking does." It's true that all winter long, Gwen wears the same boots pretty much every time she leaves the house, to the point where it's become a part of her identity ("which one's Gwen Stacy?" "The blonde with the boots," "oh right,") but sometimes in the course of one's life, they meet a pair of shoes they're perfectly willing to adapt their entire wardrobe around. Gwen just likes these boots, okay?

As they head away from the Met, weaving in and out of Midtown foot traffic and talking about white girls and Uggs and black guys and Nikes and how the hell shoes became a status symbol, Gwen's mind keeps circling back to the statement Miles made earlier. _Casual conversations among friends._

Is that what they are, she wonders. Friends? Compulsively, she wraps her coat tighter around herself and squeezes, feeling warm and very pleased.

A shiny silver Lexus takes the corner on Fifth Ave way blindly and way too fast, and almost clips Gwen's knees as she steps out to cross (to be fair, she's going against the light, but so is everybody else, and New York is nothing but blind herd mentality when it comes to traffic laws.) Fortunately, Gwen sees it coming and manages to land, Karate Kid style, on the hood. These boots have a heel and she didn't even pinch herself. See? Boots can be kickass _and_ flexible.

The driver lays on the horn, like it's her fault he almost pulled a Tanya Harding on her kneecaps, and Gwen flips him off, slides to the concrete, and continues on her way.

"I didn't know you were a ninja," Miles comments in surprise, jogging to catch up after the Lexus revs its engine and shoots off to go be a dick elsewhere.

"Well, if you knew I was a ninja, then I wouldn't be a very good ninja, now would I?" Gwen points out.

But the assholes must be out in full force today, because when they duck into the coffee shop ( _not_ Starbucks, thank you,) and Gwen manages to persuade Miles that no, no really, he likes their blended drinks with the shot of flavored syrup on top, don't front, they go and stand around the pick-up counter, where a dude with a neckbeard and a snug-fitting red jacket is leaning over to harass the barista.

There's really no other word for it, Gwen thinks, standing uncomfortably behind him while Miles picks at a loose thread on his sleeve, listening to the dude insist on telling the girl at the register how nice her hair smells, when does she get off work, that late? Does she have someone to walk her home? He can take care of her, of course, because she's really beautiful and he likes how she's styled her hair today, all with this kind of creepy, lecherous smile on his face while the poor girl -- who's Gwen's age, not much older -- tries to complete her orders and keep her tone polite.

He has an accent that Gwen can't place, but doesn't really need to, because when the barista politely informs him that she'll be fine, she doesn't need him to accompany her, she's going out with her boyfriend after work, he just grins at her like he doesn't believe it and says "come on," two, three, four times in a row, like insistence is going to change her mind, come on, Kessa, he knows how to show a girl a good time, it's just one date, and growing up, he heard _all_ about American women, so she doesn't have to worry, come on.

"Small blended Feeling Lucky Punk, shot of caramel," Kessa calls out, and Miles jolts forward gratefully, taking it from her and snapping a lid on.

Neckbeard dips his finger into the whipped cream of his own mug, sucking it off with teeth showing. When Kessa comes within range again, this time to hand Gwen her drink ("one medium Million Dollar Baby, for the Khaleesi, Heir to the Iron Throne, Mother of Dragons," she reads off,) he reaches out with his wet fingertip, like he's going to -- she doesn't know, touch her cheek or something?

Gwen sees it happening, everything at once, like she had when Philip plummeted, like she had when that basketball shot at the back of Penelope's head: there's … _something_ that flashes across Kessa's face as she registers him reaching for her, a weariness, a resignation, a kind of dejection that comes with knowing that there's this man who isn't going to be deflected and now she's going to have to tolerate being stroked without her consent, like this is something that happens to her a lot.

And Gwen snaps:

Coffee in hand, she lifts one foot and drives her heel into the back of Neckbeard's knee, collapsing it so that he falls obligingly backwards into her spare hand. She grabs him by the meat of his neck and pirouettes, bending at the waist so that he lifts effortlessly over her shoulder, sending him crashing down to the floor. Silverware rattles at the impact, and Miles makes a high, startled squeak between his teeth.

Neckbeard groans in shock and pain and rolls over, splayed spread-eagle, and Gwen plants a foot on his chest like she's going to stick a flag in him and claim him conquered.

She's vibrating with rage, and bares teeth when she leans over him. "Hi!" she goes, keeping her voice cheerful, and his eyes clear and focus on her.

He grabs at her ankle, shunting himself sideways to get out from under her, and Gwen springs out of the way like a hare, landing on the seat of an empty chair and balancing her weight there long enough to introduce his nose to her toe with a swinging kick as he lifts to his knees. He hits the ground again. Gwen has the attention of every single person in the shop; she's aware of their heartbeats, the tensing of their muscles, the way they suck their breath in, and senses no threat coming from them. Kessa's hands are clapped over her mouth.

"Sorry, what was that about American women?" Gwen continues, like there'd been no interruption. She doesn't know what she's going to say. She doesn't know if she has the vocabulary to express how _furious_ she is with this man, who acted like because he was being … what, horrific and faux-suave, that it … it _entitled_ him to Kessa's time? Like because he found her attractive and so _graciously_ bestowed that information on her, he'd _earned_ a date?

Neckbeard stares up at her, holding his nose. There's blood in his teeth and Gwen isn't even sorry.

"No means no. _Nyet. Nien. Non._ Whatever. No means no or this American woman will kick your face in. Again. Got it? _Got it?"_ He nods, furiously, and she takes a sip of her coffee, licking the foam off her upper lip. "You're leaving now," she informs him pleasantly, and gestures towards the door.

He leaves a silence in his wake; a customer passing him on the way in catches a glimpse of his bloodied face and then looks around wildly, taking in the atmosphere.

"Excellent as ever, Kessa, thanks," Gwen says, toasting with her styrofoam container and trying to keep her voice casual because she totally just judo-flipped that dude. She didn't even know she could _do_ that.

Outside, she stands by a fire hydrant and keeps sipping at her coffee, taking stock of every person as they go by. Could she do it again?

There, that guy: heavy-set, his button-down shirt puckered where it’s been stretched across his belly to make it meet his belt, talking on a hands-free headset and not paying her the slightest attention. She focuses on him, and it’s easy; she sees it in her mind’s eye as clearly as if it’s already happened. She’d slip in front of him, catching his ankle mid-stride to trip him and grabbing his arm as he toppled forward, using his downward momentum to swing him face-first into the lamppost.

And that woman, there, the earrings are a weak point, make a grab for them and tear her earlobes, then duck down and drive a shoulder into her solar plexus, and use your center of gravity to lift her over your shoulder.

It’d be easy, she thinks, and blinks. As long as the effects from the spider-bite don’t fade, the freaky premonition and hyperawareness of other people's positions and the ability to throw around men twice her size, she’s never going to have to fear assault.

She is _never going to have to fear assault._

It’s the first time it occurs to her that there are advantages to being a woman with super-strength.

Miles hovers at her side, playing with his straw to make it whistle through the lid and shooting her apprehensive looks out of the corner of his eye, like he’s not sure if he should say anything. She contemplates and discards conversational openers: _Don’t say you never learned something from me. If someone comes along and tries to tell you all American women are easy, kick them in the face._

No.

_Do you think I overreacted?_

No.

“I didn’t overreact,” she states, firm and not a question.

Miles looks up quickly. “No, I got it, it’s cool,” he says with relief, obviously having waited for her to bring it up first. He slurps at his blended drink and looks curious. “Do you do that a lot?”

“No,” Gwen answers quietly. “I never had the power to do it, before.”

 

-

 

She stops by home to check in, really only intending to come in and make sure her brothers aren't dead or otherwise declaring totalitarian rule over the apartment floor and then head right back out again, but her mother -- still dressed in her work clothes -- calls for her, and she stops, one foot on the threshold to the landing.

She pokes her head around the corner, saying distractedly, "Oh, good, Gwen, you're back. Can you watch the boys for a minute?"

“Sure,” Gwen says automatically, even though it’s pretty obvious she was just about to leave. Her hands feel like they’re itching, her mind humming with possibilities, like she sometimes feels when things really get going in debate club, or how she gets when the university librarian shows her how to log into JSTOR -- think of how much she can _do._ Think of how much she doesn’t know she can do because she hasn’t _tried_ yet.

But she lets her bag slip to the floor with a thunk.

Her mother smiles apologetically. “Sorry, Gwenny-bee,” she says, resuming her flurry of activity, disappearing into her bedroom and shouting over her shoulder, “I have to get this to the post office before they close.”

“Where’s Dad?”

Her mother reappears with a sigh, hooking her purse over her arm. “Crime always spikes this time of year." She comes over, her hands automatically going to Gwen's coat to straighten the lapels and fix it so the buttons lie flat against her front. "And with the county elections coming up in May, everybody in public office is trying to do twice their usual amount of work for all the wrong reasons. So your father will probably be late. Can I trust you to be responsible while we’re gone?”

“Please,” scoffs Gwen, because when has she ever _not_ been responsible?

“That’s my girl,” her mother says softly, and brushes Gwen’s bangs out of the way so she can kiss her on the forehead, before she sweeps out the door.

Gwen sighs, turning slowly on the spot and casting a critical eye over the apartment. The boys must all be in their rooms, because the living room's empty, the afternoon sun haloing through the curtains and casting an orange-ish tint over all their furniture. Every year, the partners at her mother's law firm buy her a two-day pass to that spa in Lincoln Heights that she doesn't really like but tolerates because they keep buying it for her, and a houseplant, only three of which are still living. Gwen crosses over to the umbrella plant by the entertainment console and touches one of its starburst-shaped cluster of leaves, and watches a couple of them immediately fall off. Maybe just two, then.

"Okay!" she yells, straightening up. "Show of hands, who's done with their homework?"

There's no reply.

Gwen switches tracks. "Okay, how's this for incentive? The first person to finish _all_ their homework gets to hang out with me!"

"I'm good!" Howie calls back. All three boys used to share a room, but since Howie started middle school with full commendation from his teachers (and started puberty, but the official reasoning had to do with good academic progress, supposedly,) they converted the guest bedroom into one for Howie to use. Philip and Simon took this shift in sibling power dynamics with surprising good grace, possibly because they knew that by the time Philip would be starting middle school, Gwen would be eighteen and expected to move out: ergo, Philip would get her room and Simon would get to keep his all to himself. Gwen wouldn't put it past Philip to actively plot towards this end goal.

"I'm sorry, did I say first? I meant the _last_ person to finish all their homework has to hang out with me."

A long beat of silence greets this pronouncement, and then from further down the hall comes the furtive sound of three backpacks unzipping at once.

Smiling to herself, Gwen bends down to unzip herself out of her boots, leaving them in the pile with the others and crossing down to her own room at the end of the hall. Her window looks uptown, and opens out partially onto the fire escape ("you kept on telling us you were going to run away when you were a kid," her father told her once, and Gwen made a betrayed noise in her throat, because she had no recollection of that, "so we tried to make it easy for you. Apparently you weren't interested once there wasn't any challenge in it.") 

She casts another considering look around, then shucks out of her coat and peels off her socks. Just because she has to stay and watch her brothers doesn't mean she still can't experiment.

She sinks into a crouch like a runner, looks straight up, and then _leaps._

Her hand hits the ceiling, palm first, and the other one grabs the base of her overhead light fixture -- and she panics in the space of a heartbeat that it's going to rip right from the plaster, but it holds -- and then her feet, so she lands in a similar crouch to the one she started with. She pauses there for a second to take it in, and then leaps again, this time landing on the side of her bookshelf. 

It rocks dangerously, and she scrambles to the top -- woah, dusty -- and lets it settle. Exhilaration sparks to the end of her fingertips, and she laughs.

It gives her an idea, though, and she spends the rest of her evening rearranging her room, marveling in how easy it is to pull her entire bedframe away from the wall, to move whole bookcases with their books still in them. When loose articles topple free, she catches them before they hit the floor without even breaking stride. She hears her mother come home shortly thereafter and summons Simon to come help her with dinner, but nobody comes to investigate the noises. Soon, she has everything arranged so that there isn't an inch of her room she can't get to in a single bound. She sucks in an inhale, proudly, and then, because she can, she crawls out onto the fire escape and climbs to the roof, using the brickwork as handholds. It's entirely possible someone in a neighboring building spots her by looking out their window at an opportune moment, but Gwen isn't thinking about that. She's thinking about how very far she has to fall if she were to lose her grip.

But she doesn't, and then she's sitting on the rooftop ledge, swinging her bare feet out over empty space and watching the sun set towards the river and … well, and whatever's west of the river. What exists outside NYC, besides, like, New Jersey? She's not sure.

"Well, now," she asks the skyline, breathless. "What can't I do?"

Then she crawls back down to her window and makes good on her promise, and since not one of her brothers is done with their homework yet, she wrestles all three of them into watching PBS with her, which is running a documentary on how host countries prepare for the Olympics, highlighting examples from Barcelona and London and the upcoming Rio Summer Games -- the trend that Olympic host cities seem to be sticking to is evicting minority groups out of their ancestral homes. So they all wind up learning something anyway. All in all, it's all Gwen can ask for out of her day.

The next morning, her dad comes in before breakfast to demand if Gwen can talk any sense into Philip about changing out of that ridiculous headband ("bandana, Dad," Gwen corrects, because Philip likes to think he's Rambo,) but he stops and blinks in astonishment.

"Did you do this all by yourself?"

"Yup!" Gwen replies, beaming, feeling swollen with pride.

"Huh," says her dad. "I'll be damned."

She makes a quick pact with Philip over breakfast that if he removes the bandana now, she'll turn a blind eye when he puts it back on on the way to school.

 _It's my responsibility,_ she thinks, herding her brothers out the door. _I'm the older sister. I'm the oldest child. I do what I have to to help._

 _It's my responsibility,_ she thinks when, twenty minutes later, a scrawny kid maybe a year or so younger than she is twitches his way up alongside a parked Mercedes and she grabs his wrist and almost bends his arm right out of its socket.

"Don't do that," she says into his ear, keeping her tone mild.

"The hell," he responds, and tries to fight, which Gwen had kind of been hoping for, because it's fun, how easy it is to outmaneuver and incapacitate him.

He pants at her, winded from a blow to his solar plexus, and she hauls him up and brushes him down roughly. "Look," she says quietly, and nods down the sidewalk, where a man in a motorized wheelchair comes trundling towards them. He nods a bemused sort of hello at them, since they're both kind of standing there looking mussed, pops off the curb with the ease of practice, and unlocks the Mercedes.

Gwen leans in towards the kid's ear, "Whatever urge you have to satisfy isn't worth doing at the expense of somebody else, okay?"

"The hell," the kid says again, so Gwen pats him on the shoulder and says, "Good talk," and continues on her way.

At school, she positions her textbook during her classes to hide her Oscorp tablet, which she has propped on the edge of her desk with the light on its dimmest setting, even though she probably isn't fooling anyone. She reads years of research notes on the Osborne superspider -- no, really, that's what it's called, and ten points for narcissism goes to … Some of them transcribed and some still in their messily handwritten original form, and all signed by the same person: Dr. M. Parker.

Some of it is incomprehensible, even with the help of a dictionary app for medical and scientific shorthand she downloads for that express purpose. But what she does understand makes her tab over to Wikipedia and research the general characteristics of spiders. She starts formulating a plan.

At lunch, she intercepts Flash while he's busy grinding some freshman's face into his plate lunch and loudly reschedules that afternoon's tutoring session until he gets pissed and drops the kid. She helps the freshman to his feet and goes for her purse, digging around for her Tide-to-Go pen since he has a long smear of marinara along his collar. His pride injured, he tries to refuse, but Gwen just says, "No, seriously, Gordon, his balls are wimpier than yours, just kick 'em next time," and uses his period of distraction while he squawks to clean him up slightly.

She goes to see Ripley again after school, this time at her family's bakery in Soho.

Ripley's parents, by all accounts, grew up next door neighbors in a suburb in Washington state -- "the redneck half, not the hippie Seattle half," says Mrs. Ripley -- and eloped when they turned eighteen, using their saved-up lifeguarding money to move to Paris, where they lived for two months before they realized that they could not, in fact, subside solely on love and cheap wine and no applicable French. So they moved back to the States and lived on a commune in Maine until Ripley was five, at which point they moved to New York City and opened a Parisian sweet shop.

Ripley tells the whole story with the same wry bite to her voice every time, so her real name is probably Moonbeam or something.

(Seriously. One of Gwen's life goals is to someday get Ripley to tell her her first name.)

Gwen knows she has evening classes sometimes, but she gets lucky and spots Ripley sitting at a corner table when she walks in, chewing on a pen cap with two separate textbooks propped up against the napkin dispenser.

She buys a strawberry macaron at the counter while the overhead speakers pipe in something from a Yann Tiersen soundtrack and joins her at her table.

Ripley looks up distractedly, and then her expression turns amused when she sees who it is. At least, Gwen assumes so; Ripley has one eye that pulls to the left, pointing out towards the wall, so it's sometimes difficult to tell where she's looking.

"Test?" she asks, nodding towards her assortment of materials as she chews on her macaron. 

"Yeah," but Ripley doesn't elaborate further, just hooks her pen into the wire of her spiral notebook and keeps watching Gwen expectantly.

Gwen says, "I know we're stalled on the rights to the super-velcro because of the Italians, but Oscorp did wind up using the superspiders to develop and patent an adhesive, right?"

"Right," says Ripley, looking intrigued. "It turns out that when you heat nanolayers of, like, Elmer's glue or some other basic adhesive between microscopic layers of copper and silica, it creates a super-strength adhesive. It's called nanoglue. They were originally developing it out at RPI --" and Gwen nods, because that's a name she recognizes: RPI is a science institute right outside Albany. "But Oscorp got there first and slammed a patent on it, claiming they got the inspiration for how their spiders suspend themselves and objects three times their body weight on web filaments."

"And they engineered a cable out of it," Gwen finishes, thinking of the contraption in Oscorp's spider room that pulled and wove the spiders' webs almost as soon as they created them.

"Mmhmm. Because of the nanoglue, it'll stick to whatever it's attached to without needing to bolt it down, and then the cables themselves can suspend a shit-ton of weight on their own. The downside is that they're not especially permanent -- the nanoglue comes undone with time, so really the only market for them is temporary construction."

She squints at Gwen, suddenly looking very suspicious.

"I don't like that look in your eyes. That look means you've got a project in mind, which only means more work for me."

Gwen wads up the wax paper her macaron had come in and grins. "And more things to put in your portfolio," she reminds her, and Ripley makes a wounded noise deep in her chest, drooping so that her forehead almost knocks over one of her textbooks.

"Low blow, Gwen," she complains, voice muffled. "That's a really low blow, and you know it."

One week later, they have the prototype of what Ripley proudly calls a personal motherfucking webshooter.

 

-

 

When she was much younger and her father wasn't Captain Stacy yet, or even really anybody of particular importance, he persuaded a friend of his who rented helicopters to the sightseeing-for-tourists companies to take them up for a ride over Manhattan for her birthday.

It'd just been her and her dad -- her mom was pregnant with Howard at the time, and turned green at the mention of heights -- and she remembers his arm securely around her middle, him pointing out landmarks that looked completely unrecognizable from this altitude ("and that -- see, that's where we live,") and it's this experience she draws on, crouched upon the landing of a twentieth story fire escape and trying to gain her bearings. Height might be her biggest advantage in this city, where skyscrapers provide an excellent mode of transportation, but it's not like they've bothered to put road signs up this high. She thinks she's in the Meatpacking District, judging by the color of the stone under her palms as she climbed and the quiet way the wind's blowing in off the river, but as for which direction's going to take her back uptown -- nope, she's lost.

She pulls herself up the outside of the fire escape, ignoring the stairs because she can. Cold, thin air stings her lungs.

A lifetime of habit makes her want to breathe harder to try to compensate for the altitude, but instinct -- the same instinct that tells her exactly where people are and where they're going to move next, which she's taken to calling it her spider-sense, for lack of anything better, because sometimes she can't help but be aware of it like it's an entire separate personality -- laughs in her face. She slows and deepens her breath, and then doesn't have to for awhile.

From above, New York City looks surprisingly like a grid. She stands on the lip of the roof, astonished at the way she can see the streets criss-cross between buildings and the way the sun touches the Manhattan skyline. It's the kind of view photographers win awards for, Gwen thinks, and then without any fuss whatsoever, she is suddenly aware of her own body's position in space, and she can determine north from south, east from west, as easily as she can determine up from down, light from dark. 

"Oh," she says, and then glances down and then at the next building over, wondering if she can make that jump if she gets a running head start.

She can.

It's that aerial view that makes Gwen think of precincts, and after debate club lets out the next day, she heads down to Midtown North, the NYPD precinct on W. 54th Street where her dad has been stationed as long as Gwen's been alive. He's out on a run, but Sergeant Butler knows who she is and lets her sits in her dad's office to wait for him. Privately thanking him for the meticulousness with which he organizes his files, she pours over the police department's maps of the five boroughs, tracing patrol lines with her finger and committing them to memory with the kind of mental slam she usually reserves for midnight cram sessions before exams.

Her dad's surprised to see her when he gets back, but he does his paperwork on his tablet and she uses his computer to check her school e-mail and Buzzfeed like it's the most important thing she could be doing, and when he clocks out, they go get Ethiopian take-out and she pays more attention than she ever has to his good-natured grumblings about this year's batch of green recruits and the general competence of his department.

"Why the sudden interest, Gwen?" he asks, blinking at her and putting the remains of his wrap down on his plate.

She shrugs, and doesn't tell him that if she's going to use her super-strength and her other spider powers or whatever to deter people from behaving like dickholes because they think they aren't being watched or that nobody can do anything to them, then she's going to attract attention, and if she wants to avoid police aggression coming down on _her_ for it, then she needs to know their procedures and habits. She already knows most of her dad's people.

"Maybe I'm thinking about a career in law enforcement," she says blithely.

"Don't even joke," her father deadpans back at her.

Gwen falls into a routine after that. After debate club, she goes home and changes into gym clothes, stealing a pair of her mother's yoga pants and layering shorts over them, and pulling on a hoodie with the NPR logo on the back. She queues up T.I. and Rye Rye and every playlist of trunk-rattling hip hop she could think to assemble onto her iPod, yells vaguely that she's going for a run, and steps out onto the landing. Then, with enough bass pumping in her ears to level a structurally unsound building, she heads out onto the roof to practice with Ripley's webshooter.

It takes a few tries to fashion a version that won't slip off her wrists no matter the angle or velocity at which she's swinging.

"What on earth do you need this for, girl?" Ripley demands incredulously when Gwen passes these concerns on, the both of them leaning against the counter waiting for the centrifuge to quit making those horrible noises it makes at high speeds. Gwen likes to pretend that working in a lab is an exceedingly glamorous lifestyle, but really it's just 90% waiting for things and 10% frantically and repetitively logging things.

"Rock climbing," Gwen lies.

Ripley's gaze turns inward, contemplative. "A safety harness, maybe. Or a rescue tool used to reach climbers stuck in crevasses."

"See? You're already thinking marketable uses, Ripley, I'm proud of you."

"Shut up, Gwen, I'm planning acceptance speeches."

The webshooters leave her with blisters that have her teachers squinting at her suspiciously, so Gwen takes to wearing long sleeves to school even as the other students optimistically start swapping their heavy winter coats for short sleeves and windbreakers, like they can make spring arrive by sheer force of sartorial will.

Sitting in Trig towards the end of A block, Gwen thumbs through the sheets of looseleaf carefully tucked into the pages of her textbook and realizes with a jolt that the rest of the class has caught up to her; she is no longer a couple assignments ahead. It's strange, and Gwen gets out a fresh sheet of looseleaf and starts working as the teacher calls for volunteers to work on the problem at the board. But her pencil dips eraser-first and her mind keeps inevitably straying to that morning; she'd taken the subway from her brothers' school because it had been raining, and she'd wound up stopping a fight on the train. She hadn't even needed to use her super-strength to do it: she'd seen a man and a woman yelling at each other from either side of the subway car and inserted herself between them, leaning against the support pole with her iPod out, like she hadn't seen them at all and had nothing more pressing to worry about than whether she actually wanted to wait for Shuffle to play what she wanted to listen to, or if she was going to have to find it herself before the next stop.

Two years of doing debate club and watching political news has taught Gwen a lot about confrontation. If you disrupt a direct line of eye contact between two arguing individuals, it's like breaking through hypnosis. You can diffuse a lot of tension without calling attention to yourself.

The thing is, fear is what keeps most people from even acknowledging that a conflict is happening. If they don't acknowledge it, they don't have to do something about it. If they don't see it, it's not happening.

But Gwen can sense a punch before it's thrown. She knows she can overpower somebody twice her size. And it makes her fearless in a way that makes her feel powerful. Powerful, and responsible, too. She's still the big sister. She still wants to fix every problem presented to her, and if conflict resolution by way of an unassuming judo flip is one way she can make the world a less frightening place for other people, then it's a tool she's going to use judiciously.

When the bell rings for lunch, she finds Flash waiting for her outside the Trig classroom.

And alternatively, she thinks, there's Flash, where it's not so much debate club-style rules of engagement so much as it is, like, Fight Club.

"Woah, what's the matter with you?" she goes, when Flash pushes himself off the wall and falls into step beside her, glowering. She thinks about it. "Wait, Gordon didn't _actually_ try to kick you in the balls, did he?"

No reply.

"… did _Penelope_ try and kick you in the balls?" Gwen hazards.

Still nothing.

Their freshman year, while most of the boys in their grade were covered with pimples and walked with their toes turned in, Flash had already hit his growth spurt, and it gave him a sense of power and entitlement he has yet to grow out of, even when his classmates finally started matching him in height. His and Gwen's agreement is implicit and largely unspoken, except for how it frequently gets aired in the middle of the courtyard when Gwen needs to stop Flash before he beats somebody's face in: Gwen makes sure that Flash performs well enough that his teachers don't expel him, and in return, Flash magnanimously doesn't grind her face into her plate lunch.

They're almost at Gwen's locker before Flash finally shoves his hands in his pockets and blurts out, "Where were you? When I came over, your old lady said you'd gone for a run, but that's dumb."

"Please don't call my mother that," Gwen says automatically, and then, "wait, what?"

"Tutoring," Flash gets out through gritted teeth. "Where _were_ you?"

The light bulb goes on.

"Oh my god, Flash, I completely forgot. I've been -- I've been --" it turns out it's incredibly difficult to come up with a convincing lie on the spot, and she cringes even as it comes out of her mouth, "I've just been _so_ busy --"

Flash shrugs with a sharp, jagged movement of his shoulders, not looking at her in that purposefully indifferent way that makes her stomach squirm. "Whatever," he goes. "It's fine. I met that other kid. Miles?" he elaborates, when she just looks at him blankly. "Pretty cool, for a little dude. He covered the materials with me."

Gwen unravels the week backwards in her head, and oh _god,_ he's right, she rescheduled tutoring Flash onto one of Miles's days and then _forgot_ about them both.

"Did he?" she goes faintly.

"Yeah. So, anyway, since you're so _busy,"_ he doesn't actually use air quotes, but Gwen can hear them anyway. "Little dude and I decided to tell _you_ that we're meeting at your place next week, 4 PM, okay?"

"Okay," she agrees, thrown, and Flash gives her a kind of a bro-nod, like he's acknowledging a transaction well done. Flash's hobbies include humiliating underclassmen and lovingly reorganizing his shelf of Ragnar Benson books. His Skype username tastefully references two famous school shootings and his desktop background is Teddy Roosevelt riding a moose, but he's not fooling Gwen; you don't get yourself placed into your first-choice high school if you don't care about your academics.

He starts to walk away, but then turns back, digging deeper into his pocket and lobbing something small and round at her, probably hoping to catch her off guard. Gwen, of course, catches it. She turns it over to get a look at the label.

"Vaseline?" she says blankly. "What --"

"You've got windburn," he touches his cheeks to demonstrate, and then pivots and struts off, using his elbows to clear a path for himself through the hallway.

"… Huh," says Gwen, and screws the lid off so she can, in fact, dab some Vaseline on her red, tight-feeling face. The relief is instantaneous. "Huh," she says again.

 

-

 

Whatever her downstairs neighbor says about it (and he probably got it from Gossip Girl anyway, because it's an opinion he probably wouldn't have formed unless it had been given to him by popular television,) Brooklyn has larger residential patches, with a lot of gentrified, trendy rowhouse neighborhoods mixed with the super-rough, which makes Gwen's Tarzan-esque building-to-building mode of transportation a little more difficult.

She stays out late one night after work, testing the range on Ripley's latest incarnation, because there are limits on what Gwen's body can endure and it's going to suck if they got this far only for her to wind up breaking all her bones from whiplash, of all things.

She doesn't recover her arc in time and glances off a three-story brownstone. She manages to land on the side of the neighboring building, muttering, "ow, fucker," and inspecting the scraped heels of her hands. Her back throbs painfully.

Yeah, whiplash is a problem.

Raised voices from below distract her, and she slips along the underside of the fire escape, craning her neck back to take a peek.

In the alleyway below, a man and a woman are arguing -- or, more specifically, a man is yelling and the woman has to yell louder to interject anything. Gwen can't see their faces from this angle, but the man's wearing a sun-faded ball cap and a t-shirt with the logo for a landscaping company on the back, and the woman has her purse clutched close to her chest to put a barrier between them, her back pressed up against the brick like she's hoping to sink right through the stones.

"-- did you say?" he shouts. "What did you _tell_ him?"

"Didn't tell him nothin'!" the woman shouts back, furious.

"You lie --"

"He assumed, I dunno, like everybody just assumes --"

"-- what did you _say?"_

"Nothin', he's sexist, just like all the fucking judges are sexist! Always sayin' kids should go with the mommas like the mommas got nothing better to do than drop everything to take care of them!"

"So how come I gotta pay child support when _we_ agreed --"

"Judge don't listen! Just like nobody never listens when I tell 'em! I told 'em, he don't respect what we decided and then declare you gotta pay me money because it's the law or some shit. They already decided! What I say don't matter, don't you get that? _I don't matter!"_

"I ain't paying _shit_ \--"

"Yes, you are, you will, because they made this whole culture and then punish us for livin' it!" The woman stands up straight, so straight that Gwen's surprised to see she's taller than her baby's father. She makes direct eye contact for the first time. "They say babies always gotta go with their mommas regardless of who's actually a better parent, and then they punish the single momma in the society by keeping her broke and saying it's her fault and calling her names, so a whole generations of little boys grow up believin' it and knowing they don't have to take responsibility when they get a girl in trouble because _babies always go to their mommas."_

"Ah, here you go with your 'oh look at me I'm so smart' _bullshit --"_

"Don't fuck with me, Nate --"

"Oh, I'll fuck with you," his voice drops, low and threatening, and Gwen positions her feet, "I'ma fuck with you until you _fix_ this shit --"

Her feet catch him directly in the ribs, sending him sailing ten feet into the air before an unfortunate meeting with a dumpster kills his momentum. Gwen lands nimbly and positions herself in a protective crouch in front of the woman, because the man's already hurtling to his feet, his rage and adrenaline making him blind to pain.

"The hell?" he spits when he sees Gwen. "Fuck off, white girl, and get out of our business."

"I'll leave you alone when you leave her alone," Gwen responds smartly. "Because you know what won't look good on your rap sheet next to that fine Hitler stash you got going on? Failing to make child support payments. The police don't take kindly to that."

"The police also don't like it when you walk while brown, but you ain't seeing that stopping me. Now for the last time, you cunt, get _out of my way."_

He launches himself forward, and Gwen has just enough time to sigh, "you just _had_ to throw that misogynistic slur in there, didn't you?" before she throws herself backwards into a handstand to deliver a rounding kick to his face. She catches a glimpse of the woman's startled, upside-down expression before he hits the pavement hard and she somersaults to her feet. He rolls over, hawks up blood and spits it, baring rosy-pink teeth at her.

"Shouldn't'a done that," he taunts, and Gwen takes a second to be incredulous, because _really?_

It's almost embarrassing, how quickly he surrenders after that, backing up with his hands raised until he disappears around the lip of the alleyway. She takes a second to reflect that she probably didn't solve the problem at all -- maybe she headed off the situation before it got violent, but that's just the symptom, not the disease.

Then, from behind her --

"Gwen?"

She blinks and turns around. The woman's staring at her, purse held more loosely now and her eyes bright. Her hair's done up in an updo, held in place with a bandana knotted cutely over on the right. "It _is_ you!" she says delightedly. "Oh my god!"

Finally, recognition sparks in Gwen. "Oh my god!" she echoes. "Tiffany? Tiffany Shields?"

They squeal and hug tight, even though Gwen is gritty with road dirt and Tiffany's damp under the arms from nervous sweat. They'd been zoned into the same middle school when they were preteens, and since their last names were so close together in the alphabet, they were always seated next to each other in class and at assemblies and they made friends the way that preteens in desperate situations like middle school sometimes do. Gwen shared her markers; Tiffany taught her twenty-seven different jumprope rhymes. It'd seemed like a solemn, important transaction at the time.

"Where are you going for high school?" Tiffany asks, pulling back and giving Gwen a once-over. She touches Gwen's bangs curiously.

"Midtown Science. You?"

"I tested into Bedford my first try."

"No shit! Do you still live in Midtown, or --"

She shakes her head. "Nah, we moved last year. I want to get into Pratt for college and Mom likes the daycares better here, so …"

"Oh my god, that's right," the rest of the conversation catches up to her. From above, while she was fighting for her right to be listened to, Tiffany had looked and sounded so much older than seventeen. "You have a baby?"

"Yeah!" Tiffany goes digging in her purse, surfacing with a phone the way Gwen's seen numerous parents with newborns do. Dr. Connors in particular had been ridiculous after the birth of his second boy; Gwen has seen the same wrinkled baby picture three times. "She's six months old. I called her Khaleesi, you know, after --"

"Game of Thrones!" Gwen grabs at her hands excitedly. "Wait, do you read the books or watch the show --"

Tiffany squeezes her hands tight and briefly looks insulted. " _Books,_ hello, what is wrong with you, don't even get me started on what HBO has done to my girls."

" _Seriously,_ though."

"Hey, bitch!" comes from the mouth of the alleyway, and they both look over, annoyed at the interruption.

Baby Daddy's back, and this time, he's got six other dudes with him, all of them built like a brick shithouse and wearing the same landscaping company shirts. One guy in the back cracks his knuckles like he's seen too many movies, but a couple of the others look perplexed to find nothing more threatening than a couple of squealing teenage girls.

"Hmm," says Gwen thoughtfully. Then, "Tiffany, hold tight to your stuff, kay?"

"What, Gwen --"

Gwen bends at the knees, sweeps Tiffany into a bridal carry, and springs like a jackrabbit. She clears ten feet effortlessly, manages to hook her ankle around a metal support pole, swings upside-down like a pendulum -- Tiffany screams but doesn't fall, arms turning vice-like around Gwen's shoulders -- and takes aim with her webshooter.

 _Oh, please, work,_ she has time to think, and _thwip!_

Success!

Gwen loops the web twice around her hand and lets go of the pole, swinging out into space and already aiming to do it again. She gets six blocks like this before she runs out of height and has to land, setting Tiffany down onto her feet. There's a subway entrance right around the corner.

"What was _that?_ What just happened?" Tiffany demands, voice perilously high. She hugs her purse to her chest and gestures at Gwen's webshooters with her phone. "What are _those?"_

"Science experiment for Oscorp," Gwen answers distractedly. "Tiffany, do you have somewhere safe to go for the night? Someplace for you and Khaleesi to stay?"

"What?" She watches as Tiffany physically makes herself reboot and focus on the situation. "Yes. Yes, I do."

"Good, go there. I'm going to go deal with them."

Tiffany looks alarmed. "You're not going to fight them?"

"Please. Seven against one? Throw in a charging elephant and _then_ I might be concerned."

"Gwen, you don't have to fight them at all!"

"Yes, I do. They need to be beaten, they've been humiliated and they need to know what the consequence is going to be if they try to get even about it." Tiffany looks dubious, and Gwen spreads her hands. "I need to hit them because I can take it -- if they come after you and your baby, you can't. See? Hit them before they hit you."

"That's what the US said before they bombed Hiroshima and Nagasaki," Tiffany says, still sounding a little blank.

Gwen's hands drop to her sides. Her stomach leaps a little, like it's trying to turn its contents inside of her. "Are you afraid I'm going to completely decimate them? Like, nuclear wipe-out?"

"No. I'm afraid you're going to like it."

 

-

 

At the start of second track Junior Art on Monday, Gwen's teacher sends her to the auditorium to deliver a tub of rubber cement to the choir, who are in there putting up decorations for the spring concert.

She finds Penelope by the half-court line, and Penelope takes one look at her and drops the roll of purple streamer she has in her hand. It bounces and streaks off towards the bleachers, unraveling a purple trail behind it. "Holy shit, Gwen, what happened to you?"

"I got pounced by seven guys in an alley in Brooklyn," Gwen deadpans, handing the rubber cement over. It leaves sticky little crusts of dried adhesive to her the heels of her hands.

Penelope's eyes go enormous behind her frames. "What, really?"

"No," Gwen lies, picking at her palms. She grins, ignoring the twinge of pain that flinches through her face at the movement. "I tried on a pair of stilettos at Macy's and tripped, Penelope. It happens."

She told her brothers that she'd run out into the street after a runaway baby carriage and got clipped by a cab, which Simon ate up with a spoon and asked, wide-eyed with respect, if he could take her to school next week for Show and Tell, to which Gwen replied that her bruises probably would have all faded by then and it wouldn't look as impressive. Her parents had gotten the stiletto story.

 _That's a lot of damage for one clothing rack, Gwenny-bee,_ her father said concernedly, letting her spread out on the loveseat and handing her a pack of frozen vegetables.

 _It was really impressive, you should have been there,_ Gwen deflected, letting her mother hover like she wanted to tell Gwen to elevate something to relieve the swelling, except how do you elevate something when everything's bruised? 

Telling her parents a not-truth still leaves a sour taste in her mouth, but that's something that gets easier with puberty, she's found.

Two days after the fact, and her bruises have turned that excellent, yellow-tinged shade of eggplant that not even the best foundation artwork could cover. People in her classes stare a little bit, but Gwen doesn't have any friends, really, so nobody approaches her about it directly. Worse than the pain, though, are the nerves: while she trusts that Tiffany wouldn't give her name to her dickcanoe of a baby daddy, there's no guarantee that she hasn't, and Gwen half expects to round every corner and find him leering at her from underneath his awful Hitler stash. Or worse: the police. She did do sizable damage to him and his friends. That's seven counts of aggravated assault.

It's not enough to just try to avoid police attention by knowing their habits, she thinks as she walks back to art class. She's going to have to avoid _all_ attention. This is the age of the Internet, Gwen, and you're being naive if you think people aren't going to try to snap a dozen pictures of you the next time you throw yourself in a fight.

She needs a mask.

She needs gloves.

She needs to cover her skin color, her hair, anything that could be used to identify her or her family --

Somebody chooses that exact moment that she rounds the corner to step out of the darkroom and almost bowl her right over. Gwen sidesteps easily, ducking under the folder he's carrying so that she doesn't knock it to the floor, but her almost-assailant isn't so lucky: he jolts sideways with a "woah!", banging his elbow against the door frame and yelping with pain.

"Are you all right?" Gwen goes, startled.

"Oww, funny bone," Peter Parker winces, holding his elbow close to his body like he can make the pain subside quicker that way. He's acquired a pair of glasses since the last time Gwen got a really good look at him that day at the half-pipes with Philip; they're exactly like Penelope's, squarish and black-framed.

"Yeah, that sucks," Gwen agrees. "Sorry about that," she offers contritely, slipping away.

"Wait!" says Peter quickly.

She turns again.

Peter doesn't seem to know what to say after that; he hesitates, his throat bobbing with a swallow. She wonders if he's going to ask what happened to her face. The bruises spread to the rest of her body, but she's wearing a cream-colored turtleneck over a tartan skirt and leggings (and her faithful boots, of course,) so she's covered everything else.

"Hi," he starts, and Gwen blinks at him. "Do you … know who I am?" he asks after a beat, with the kind of care that seriously makes her wonder how rough she looks.

"Peter Parker," she answers instantly, and with thirteen years of being an older sister to back her up, it comes out sounding a lot like _duh!_

He jolts again, this time without injury, and bobs his head at her in a grand affirmative, like that was all he wanted to hear. "Okay, good!" he says brightly. "I just wanted to make sure you're okay and not, like, having a head injury -- er, I mean, not injured in the head --"

She lifts an eyebrow, and he stutters to a halt, absently gesturing with the folder in his hand.

"What I meant to say is, you're, like, okay, right?"

"Yes?" Gwen says slowly.

"I mean, like, okay, I'm top of the class in Chemistry now."

And this time, the other eyebrow joins the first. She stares, and keeps staring, and when the silence stretches on without any input from either of them, Peter seems to realize how that sounded and flushes red all the way up to his ears.

"No, that's not --! I mean, you've always been first. And I've always been second. Like, it's been that way since, I don't know, the dawn of time or whatever, you don't know how much time I've logged in the library, studying so that the next quiz, I could maybe -- _anyway!_ You're not the top of the class in Chemistry anymore, as of last week. You missed a couple assignments, apparently?"

"I did?" Gwen says vaguely.

"I just -- I mean, I'm excited and happy, but mostly I'm just worried. I wanted to check -- are you okay? For real?"

She stares at him for another long beat. She can hear the red lightbulbs in the dark room buzzing. She can sense Peter's heartbeat, the uneasy back-and-forth pull of his muscles, so she watches him fidget with the spider's eyes: he pulls at the loose threads from where he cut off the fingers of his cheap, 5-pairs-for-$1 black gloves and catches quick glances against her, like he keeps touching something that's too hot.

"I'm fine," she hears herself say.

Peter doesn't look that convinced, but he accepts it, tucking his folder under his arm and giving her one of those deep bro-nods that Flash had, like something meaningful had just occurred and he's acknowledging it. Then he pivots on his heel and starts down the hall towards the journalism classroom. 

She traces his retreat with her eyes; his walk is meandering, detached, like his limbs have recently grown away from him too quickly for him to keep track of. Something stirs in her memory.

"Peter!" she calls, and he pivots again. "You …" she starts. "You sew, don't you?"

His eyes dart left and right, like maybe she'd been talking to somebody else and he was checking to make sure they were the only ones in the hallway, and for a beat, she thinks she shouldn't have said that, not at school where people might hear. But then he looks back at her and she realizes that it's not shame, it's surprise written all over his face.

"You _know_ that?" he goes, and the wonder in his voice makes her uncomfortable. The expression on his face is too similar to the way she'd felt when Penelope had noticed that she'd been missing from class.

"Of course," she replies, feeling offended for no good reason. "You did the costumes for Charlotte's Web last year, your name was in the program. It was the only reason I didn't fall asleep half-way through. They were really good."

"Oh." Peter looks like he has absolutely no idea what to do with this, and then beams at her in an absurdly happy way. Both his cheeks dimple. "Yeah, that was me. I mean, yes, yes, I can sew," he scratches at the back of his head. He tries to look serious, but the pleased crinkle to his eyes gives him away.

"Good, good, because I sure as hell can't," Gwen laughs uncomfortably. "Sewing and knitting don't come naturally preprogrammed into female chromosomes, interestingly enough, and I -- I might have a project. That," she fumbles. "That you could help me with, maybe?"

Peter's eyes light up.

 

-

 

Peter Parker lives in Queens, and getting there from school takes two more transfers than she's used to and what should only be about three blocks of walking, except three blocks becomes four because there's a very frightening pot-bellied man leering from his front porch and Peter makes them go around.

"Oh, no," he says. "He's landmark. It's probably in the sight-seeing packet. 'Angry Queens Man Yells at Cloud.'"

Gwen has never had many close friends, it's true -- at least not the kind where she'd go over to their house and them to hers on any regular basis, the way it always seems to happen on television -- but what she does have is a _lot_ of practice with after-school club meetings and extra credit projects, which means she can do the awkward "first time in a stranger's house" dance with the best of them.

Peter lives with his aunt and uncle in a house with red brick and white siding and the number **42** printed on the glass of the front door. Gwen takes her shoes off even though he assures her it isn't necessary, and he makes introductions with the short, squarish couple perched in the living room like roosting owls, who look more closely related to each other than either of them individually do to Peter -- or maybe that's just the way couples get after so many years.

"Aunt May, Uncle Ben, this is Gwen Stacy," Peter gestures, and flattens his mouth out when they don't say anything, just stare. 

May Parker's face is a map of kind creases, and Ben Parker's eyes, which are round and wide and mottled like marbles, are magnified behind the smudged, wire-frame glasses perched on his nose. She doesn't have enough experience to gauge exactly, but she'd guess they're several years older than her own parents.

"… okay," says Peter after an awkward beat. "I know those faces. You're going to do something horrible and embarrassing and very rude, so I need to go prepare myself please don't scare Gwen off her dad's a cop, come on," he gets out all in a rush.

She follows Peter up the stairs, and, sensing movement, she glances back quickly to find both his aunt and uncle have rushed over and are craning their heads around the banister, watching her the way one might watch royalty.

"Yeah, yeah, I know," Peter mutters out of the corner of his mouth.

 _They're teasing him,_ Gwen realizes all at once, and the grin overtakes her face.

The first thing that greets her when Peter brandishes his arm around his room like a circus presenter is the poster of Albert Einstein sticking his tongue out at her. She smirks back, swings her bag onto the chair in front of the desktop computer, follows it down, and casually ignores the way Peter kicks a crumpled pair of boxers out of the way. His eyes dart around, looking for anything else incriminating, and Gwen, who has a lot of experience with the messy rooms of boys, looks away, studying his walls: in addition to Einstein, there are several amateurish flyers for shows she's never heard of, admission prices and cast lists printed right on, and a couple pages from their sophomore yearbook hang above his desk; they're framed, Peter's name prominent as the photographer.

On this side of the door, she sees that instead of a lock, there's --

She's on her feet. "Is that a Rube Goldberg machine?" she goes, fascinated.

Peter jolts like she'd touched him with a live electrical wire. He does that, she's noticed; he reacts to her with his whole body, like a kite shuddering on the end of a string.

"Yes!" he says brightly. Rube Goldberg machines are highly complicated contraptions designed to independently perform simple tasks: the alarm clock shakes loose the ball that runs down a track, spins down a spiral, and unloads a spring, which tips over the weight, which turns on the coffee pot. Gwen assumes that Peter's was designed to lock and unlock the door; it's mostly been dismantled now, but she can see the skeletal remains of it stretched across his room.

He follows the progression of her turning head and admits, "Or, it used to be. Now I just --" he picks up what she'd assumed was an iPlayer remote off the desk and hits the main button; the lock clicks shut with the heavy thud of a bolt. "It's easier."

Gwen looks at it, then looks at him. 

She debates the merit of bringing it to his attention, and, just as quickly, remembers that a few weeks ago, she might not have on the basis that it would make things uncomfortable and awkward because they simply didn't know each other, but now, Peter Parker poses absolutely no threat to her.

She pulls her mouth to the side and points out, "Now I'm locked in your room."

He flares red _everywhere,_ fumbles, and quickly unlocks the door again. She laughs at him, pushing the chair around with her toes, and pulls her notebook out of her bag. What she has, at best, is a list of what she needs, and some very crude sketches to at least illustrate the general idea -- Gwen would never call herself much of an artist, but working in a lab has at least given her a basis for drawing an effective diagram.

"Here," she turns her body toward him, and he steps into her immediately, still red around the ears but focusing even as she watches, his attention telescoping down.

He tucks his hands into his armpits and studies her design for a long moment, his eyes ticking back and forth, and when he does move, it's to tap at the page with a blunt fingernail. "What are these?" he asks, tracing the block shape of the webshooters and the way they hook up along her wrists and arms.

"They're --" she fumbles, because the one thing she hadn't managed to come up with between second track Junior Art and meeting Peter Parker by her locker after school was a cover story for _why_ she needed a full-body suit. Costume. Whatever. She's hoping she can just kind of shrug and go _Oscorp_ and hope that Peter isn't especially the type to fact check. He probably is, she thinks morosely. Well, if he's got a big mouth, she could always beat him up. She won't, but she _could._ "Necessary," she decides on. "They need to stay intact --"

"Okay, padding," he jolts into action, reaching above her head to yank down a sheet of printer paper and grabbing a pencil. "You need padding in order to support the structure, and structure to support the padding. Built-in padding here across your shoulders and back and …"

He pauses, and looks at her sidelong. She looks back, not following the train of thought.

"Um," he says, and chews the words around in the inside of his cheek. "Is it … is it really important that you. That you, well, look like a woman?"

Gwen has absolutely no idea what to say.

"I … I don't know," she answers. "I don't need it to give me cleavage, if that's what you're asking. I just need a lot of mobility. Like, gymnast levels of mobility, and I need these --" she drums her fingers against the webshooters on the page. "Intact. Like, they're the most important part of the whole ensemble."

"Okay," he answers promptly, gathering up her notebook and his pencil and folding down onto the end of the bed, rubbing the eraser against his bottom lip. He's surprisingly tall -- she's willing to bet he's in the middle of a growth spurt, and it's pulling him too long and thin for his muscles to have yet caught up, and the movement makes him look like a crane coming to roost, limbs bending themselves down like pipecleaners.

 _Gwen,_ she thinks right then. _Rube Goldberg machines. You're an idiot._

"I have them with me," she blurts, and goes rummaging through her bag for the shoebox she keeps the webshooters in.

Peter's eyes widen when she lifts one of them out, and he abandons the sketches on his bedspread and lurches over to take it from her, curiosity vibrating through to the ends of his fingers. His eyebrows lift when he feels how heavy it is, turning it over to take a closer look at the straps, the curvature, and the intricacies of the machinery.

"These are _wicked,"_ he tells her, sounding deeply impressed.

"Thanks, we made them at work."

"What do they do?"

Gwen gestures, and he relinquishes it, watching unblinkingly as she slips it on over her wrist, adjusting the straps and curling her fingers into place. Carefully, she aims.

Granted, smacking Peter in the face with a pillow isn't _quite_ what she meant to do, but she hasn't completely mastered this latest incarnation and it's meant to respond to the slightest changes in pressure -- that's her excuse and she's sticking to it.

He splutters, flails, looks at her incredulously (she looks at him like, _what?),_ then stoops and bends to pick the pillow up off the floor. Fascinated, he plucks at the sticky filament of thread connecting the fabric to the device on Gwen's wrist, and a curious, almost constipated expression steals across his face.

"What?" she goes, suspicious.

"Nothing!" he says, and addresses the ceiling, closing his eyes and chanting, "Politely refraining from all mentions of bukkake, politely refraining from --"

"Shut up!" Gwen yelps, and then bursts into laughter. "It's an _adhesive,"_ she gasps out, and looking at Peter's face cracks her up all over again. "It -- it dissolves in any -- anywhere from five to fifteen minutes, depending -- depending on exposure to the elements."

"Well, it's kind of a crap adhesive in that case, then, isn't it?"

"Maybe, but a single cable can support the weight of a 3-ton SUV."

"Really?" He plucks at the thread again, vibrating it like a violin string. "You know this from experience?"

"I do," says Gwen, and doesn't elaborate, because the less said about that particular encounter, the better. She'd been absolutely _certain_ someone had photographed her that time, but when she'd trawled through the local articles on Google News, all it came up on was a blogsite: a grainy, horrible picture of Gwen in a ski mask and yoga pants, holding a Range Rover in place over the Hudson like someone might go fishing for bass. Fortunately, nobody else seemed interested.

"So," she says slowly, when he doesn't add anything more. She snaps the thread loose and begins unbuckling the webshooter. "Do you think you can do it?"

He startles a little bit. "Oh!" he goes. And then, "Yeah, I -- it's been awhile since I've had a project like this. I -- I don't get to do it as often as I'd like."

"As long as you're sure," she fiddles with the strap on her bag, suddenly nervous and feeling a little out of depth. She wouldn't even know where to _begin,_ and here's this kid she doesn't know that well at all, volunteering like it costs him nothing at all to just hand that part of himself over.

He drops to his belly on the floor, skittering under the bed for a moment, before he braces himself and drags out a covered sewing machine with great difficulty.

"No Playboys," he admits, catching the expression on her face. "The only secret I have is this."

"Oh, that's a shame," she replies. "You should see the centerfold spread they had in the last issue, it's my favorite."

His laughter bursts out of him like a bark, and the sound of it detonates something inside Gwen's chest, making her feel flustered and a little proud, like she'd accomplished something spectacular.

She stays for most of the afternoon, the two of them bent over the sheets of paper Peter keeps outlining patterns on. She offers input and he adjusts, excitedly, like lying on the floor with a girl and a sewing machine and the designs for a unitard ("oh my god," Gwen groans, "don't call it that, I'm losing my street cred as we speak,") are something he considers to be genuine fun. He tells her a lot about the costumes he did for Charlotte's Web the previous year -- she hadn't guessed they'd been so complicated, and tells him as such. He beams at her and says that that's the point: if it's done right, the work should be invisible.

Downstairs, Peter's aunt and uncle remain fairly quiet and unobtrusive, but when she senses the vibrations of his aunt starting to move around in the kitchen with purpose, the clatter of a pan sacrificing itself across the stove, it startles her back into the here and now, where her parents will be expecting her home shortly, and she pushes herself up and says she should be going.

Uncle Ben contemplates her thoughtfully as she zips up her boots in the entryway, not needing to lean on anything for balance.

He tugs a handkerchief out of his pocket and rubs at his glasses, and then points them at her. "I _knew_ you looked familiar. I've been trying to place your face. You're on his computer." Gwen raises her eyebrows, and Uncle Ben's attention shifts to Peter, who materializes behind her, visibly alert like some kind of homing beacon has gone off in his brain. "You have her on your computer, don't you? She's your -- whattyacallit -- your background image."

"Oh my _god,"_ splutters Peter, with a complete, dawning horror. "She is _not."_

"Aw, man, I'm not?" Gwen rolls her eyes at him, and Uncle Ben looks delighted.

"Yeah, she is." He snaps his fingers, warming up to it. "I'm sure of it. You fall asleep looking at her every night, don't you?"

_"Uncle Ben!"_

Peter looms at him, like he's going to try to smother him out of existence before he can say anything more horrifying, looking desperately like he wants to turn back the last couple million years of evolution and bury himself in primordial swamp, where maybe they hadn't gotten the hang of that leg thing yet, but at least they didn't have to deal with relatives who humiliated them without fail in front of their guests.

"Boys!" warns Peter's aunt, but it's too late.

Giggling, Gwen lets herself out, closing the door on the sight of Peter and his uncle, who's dodging and ducking under Peter's attempts to claps his hands over his mouth, fervently muttering all the while, "no, shut up, stop talking, don't ever speak, Uncle Ben, ever again, you're fired -- you're _fired --"_

Next door, there's a red-headed girl sitting out on her porch swing, legs drawn up to her so that she can reach her toes with a bottle of nail polish, glinting and obsidian black in the afternoon sun.

Her head jerks up at the sound of the Parkers' door closing, sunlight glinting at the flecks of gold and orange in her hair, and she lights up beautifully with recognition.

"Gwen!" she calls, screwing the lid back on the bottle.

"Hey, Mary Jane," Gwen returns with some surprise.

Mary Jane Watson makes a face. "Call me MJ, please," she corrects. "As I am neither a shoe nor an illegal substance."

Gwen files this fact away. She doesn't know her very well, just what she's absorbed from random encounters in the hallway and the occasional start-of-semester icebreaker in the classes they share -- and that one time when they were fourteen, but everybody knows about that. She's been doing theater since sophomore year, so they don't really run in the same circles -- and Gwen suddenly knows whose shows those flyers on Peter's wall were advertising for. "Instead you are … two letters of the alphabet?"

"Or a postal abbreviation." She spreads her hands. "For all you know, I'm a state that hasn't been added to the union yet."

Inside Number 42, the sound of something colliding with a loud crash makes Aunt May yell, angry and indistinguishable, and MJ cranes her head around curiously.

Gwen points over her shoulder. "Do they stare at you too, like they've never seen a member of the female sex before?"

MJ laughs, bright and clean and open. "Embarrassing him is one of their favorite past times," she acknowledges, and then adds, "They're good people," in a quietly fond way. 

 

-

 

The suit Peter Parker makes for her is, frankly, fantastic. Whatever her expectations were, he exceeds them. 

It covers her head-to-toe, a little baggy around her fingers and crotch, where he'd gotten imperfect measurements -- it isn't, to her great surprise, as unflattering as she'd been expecting from a skintight unitard. It folds easily, but when she puts it on, it holds its shape around her body: it triangulates her shoulders, makes her arms look more muscular than they are, and flattens her chest into a single, straight vertical line. Between that and the tight sports bra she wears to keep her boobs from moving too much when she's in midair, she doesn't look like a woman at all. But neither does she look like a man: her hips and noticeable lack of a nut-bulge give that away.

The fabric is a stretchy, lightweight kind of cotton -- she tests it for give, biting her lip when the seams creak ominously. That might be a problem.

But the design …

She hadn't mentioned a single thing about color, about pattern, too busy focusing on the functionality of the webshooters and, "like, concealing my identity. That's my number one priority. Think total ninja, dude."

It's not ninja.

It's not ninja at _all._

The suit is a deep, vivid, shocking kind of blue, starting around her knees and covering her entire torso and head, and it contrasts sharply with the deep red color that covers her arms and legs to their wrists and toes. The whole thing is shot through with lines of silver, forming a web that stretches across her head and back to meet in the center of her chest.

She touches the spider, pressing in and feeling the give of the padding underneath, feeling deeply awed.

"You did this?" she breathes.

"Is it too gimmicky?" he cuts in, looking worried. "Like, I didn't know how costume-y it needed to be, but if you're going to do something incredibly awesome like lift SUVs, then I thought maybe you'd want to be recognizable for that." He's talking very quickly, like he needs to justify his thought process. "Like, not you-you, but you-in-costume-you. So, like, the spider thing felt pretty obvious, and man, that was a challenge -- do you know how much math went into that web thing?"

"Peter," she cuts in, gathering the suit to her chest. The fabric is cool under her hands. "You are gifted."

"Oh, no, it's just sewing, anyone can --" She pins him in place with a look, and he rubs at the back of his head awkwardly, forcibly swallowing his words back. Then he smiles at her, dimples cutting deep into his cheeks, and says, "Thank you."

 

-

 

And then the Young brothers happen.

 

-

 

Gwen won't get the full story until several weeks later, when Ms. Young comes home from work, stripping off her fast-food cap and trying to shake the smell of grease from her hair, and then says, "wait, Spider-Man," when Gwen tries unobtrusively to go out the window, leaving Jamal and Rasheel on the rug in front of Netflix. "Can you help me in the kitchen for a moment? I could use a man of your flexibility."

She doesn't, but as she pulls fruit from the fridge to start making up a snack for her boys, she says, quiet, "Did anyone ever tell you how Jamal became a target for those boys?"

"No," answers Gwen, who's crouched on top of the fridge, out of the way.

The story is this:

In the September of the previous year, the fourth grade class at Malltown Memorial in Brooklyn were visited by an officer from the department her dad had been stationed at before his promotion, who wanted to talk to them about the DARE program. He passed around his badge for the kids to hold and even showed them his gun -- Malltown was his twenty-third stop in as many days, and he'd gotten pretty good at this kind of song and dance. He knew how to appear as least frightening as possible, and which types of questions to anticipate. Most of the kids here, despite only being nine and ten years old, had seen NYPD before, so he knew it was one of his only chances to try to dispel their negativity.

Afterwards, when he was talking to the kids, nine-year-old Jamal Young made a passing comment about the chainlink park by his apartment building, which he didn't think twice about, but the cop heard him and filed the information away.

Over the next couple weeks, the number of stop-and-frisks performed in the Young's neighborhood doubled.

Then they tripled.

They saw results: fourteen convictions followed, and the social geography of the neighborhood changed, staggering to cover for the loss.

When asked about this dramatic increase by a reporter, the officer responsible had laughed kindly and then -- the stupid, stupid, _stupid_ man -- thanked Jamal Young by name, and encouraged other kids to be like him.

Jamal's life became a living hell from that moment on.

"I couldn't keep him inside all the time," Ms. Young tells her. "He had to go to school. He should be allowed to play ball games with his friends. We should be able to go to the store without hiding our faces, without having to go early in the morning before anyone is awake. But those seemed like luxuries. First we had to survive. I work all the time. I have no way of keeping them safe."

Jamal's harassment by the neighborhood gang continued all through the winter and into the start of spring. When terrorizing a now ten-year-old boy wasn't good enough, they started threatening Rasheel Young, Jamal's seven-year-old brother. Ms. Young was half-hysterical with fear: they didn't have enough money to move, and nowhere to go, besides.

But Gwen won't know this for awhile yet. At this point, nobody even knew who Spider-Man was.

She enters the scene like this:

Midtown Science lets out early that Friday; classes are shortened and everybody's allowed to go home at 1 -- except for the teachers, who have to stay for an organizational meeting, and look on, disgruntled, as the students take off into the early afternoon with whoops and catcalls. It's a beautiful spring day, and Gwen takes advantage of the extra time by zipping herself up into the suit and taking it out for another series of tests.

Strangely, even though she's never been more conspicuous in her life, Gwen likes the freedom of wearing it. The mask takes some getting used to, because it's hot and traps her breath close to her mouth, and the eyepieces don't allow her much in the way of peripheral vision, although her spider-senses will usually have those angles covered for her. The really nice thing about it is that it's aerodynamic -- she moves through the air better, she can _feel_ it, and as a result, has less windburn at the end of the day.

She has webshooters and a clever suit, and that afternoon, she follows a car chase all the way across the Brooklyn Bridge without ever once touching the ground, simply because she can.

It happens behind a school.

Walltown Memorial, in fact, although Gwen won't register the name for a couple visits yet. From her aerial viewpoint, she sees what those on the ground do not: two boys with identical backpacks banging against the backs of their knees, walking fast and not stopping to mingle and complain to parents and pick up dandelions coming up between the cracks in the sidewalk. They're followed from a distance by a gang of no less than twelve persons, all male, all high school age or above, all walking with the weight of concealed weapons. Their movements are purposeful, easily parting through the waist-high sea of elementary school students.

The hair rises along the back of her neck.

 _Ah,_ thinks the spider part of her, utterly unconcerned. _Look, prey._

"That can't be good," Gwen mutters. She drops to the rooftop of the school and keeps pace above them, scuttling along gutters and sticking to telephone poles as she goes.

And then --

"Yo, kid!" yells the neighborhood thug in the lead. Immediately, the older of the two kids hikes his shoulders up around his ears and grabs onto the hand of the younger. They walk faster.

"Oho, man, look at that, they's gonna shit their little pants," says one of the other thugs in delight. Then he, too, lifts his voice. "Where's you goin' in such a hurry, huh?"

"Gotta date with all your little rat friends?" calls a third, and the whole group laughs. It's a collective, menacing sound, and it seems to suck the spring sunshine right out of the air. The kids are almost running by this point; the younger one's pants are starting to slip off his hips, but his brother won't let him stop to hike them up.

Up ahead, around the corner of a Walgreens sitting right up against the corner, Gwen can see what they cannot: a road crew has the sidewalk and part of the street blocked off, filling potholes with a steaming asphalt mixture. They're running straight into a dead end.

The gang starts to close the distance.

The boys round the corner and stop dead at the sight of the obstruction. The older boy glances right immediately, casting a considering look out into traffic, but when his brother drags in an out-of-breath wheeze (he might have asthma, Gwen thinks, sensing the way his lungs and throat constrict tightly, even from her position above) he dismisses it, and turns around, shoving him behind him.

Then, shaking hard, he yanks his backpack off and dives into it, surfacing with --

"Leave us alone!" he shouts with all of his might, and he has a gun in his hand. It's too big for him, too heavy, but he sets his legs like he's done this before and holds it steady. His brother buries his face into the back of his jacket, eyes squeezed tightly shut.

The twelve perusers, who'd ambled to a stop at the sight of a ten-year-old boy cornered and pointing a gun at them, burst into laughter. They fall all over each other, gripping each other to hold the others up.

"I'm serious!" The boy's voice cracks. "I didn't _do_ anything. Now leave us _alone!_ Or I'll _shoot!"_

"That's funny," says the thug in the lead. The road crew have stopped what they're doing and are watching, wide-eyed. People start to cluster at the streetside window of the Walgreens, craning their heads curiously. The thug reaches into the inside of his jacket. "I've got one too."

Gwen loses all sense of the next five minutes.

All she remembers is the sight of a near full-grown man, pulling a gun on a _ten-year-old child,_ and she doesn't see Jamal and Rasheel Young standing there. She sees, in that instant, Philip and Simon Stacy. Her brain shuts off, and she acts.

Fortunately, there's a pretty good record of what happened after that.

She lands in the middle of the sidewalk, rising out of her crouch like a ghost coming from the concrete so that she blocks Jamal Young from view, and she says, very clearly and very calmly, "You are _never_ going to do that again."

There are twelve of them and one of her. That's five more than the last time she picked a fight in Brooklyn, but Gwen has the advantage of being more comfortable in her body and also thrumming with pure, unadulterated rage. Everything falls neatly into focus. There isn't a single detail she doesn't see, that the spider doesn't sense; the curls of steam in the air from the pothole mix, the weave of the thread embroidered into the front of one of the thug's jackets, the single, baffled twitch of the leader's mouth as he takes in her costume.

"Wow," he goes flatly. "You so don't want to --"

She moves.

Between them, the neighborhood gang has five guns, two knives, and six pairs of brass knuckles. Dodging bullets isn't as hard as she thought it might be. She sees them coming, and it's fairly easy to just step out of the way.

She ducks, she weaves, she delivers kicks to noses and punches to sternums and she leaps, rebounding off of the side of parked cars and swinging under the stop light, catching each man up in a web whenever she gets a clear shot. She pins them to the glass of the Walgreens window, to the wheelchair ramp, to the side of the tar truck. She hangs them from the streetlight. She cocoons them and rolls them into the gutter. She immobilizes them methodically, and all the while, she is yelling.

Reports vary on what, exactly, she said. Some of it, however, is clear.

"I don't care -- what you think -- he _did_ \-- a _child._ You do not draw your gun _on a child._ You -- you -- you protect what is yours and there is nothing, nothing, _nothing_ noble or manly or _excusable_ about _threatening children because you think it's funny when they cry."_

She emerges, chest heaving, and quickly takes stock: all twelve are disarmed and down for the count. There's a small crowd gathered, but she ignores them because they aren't important. Her suit's torn in a few places, mainly across her knuckles and knees where they'd done the most amount of colliding with hard surfaces; she'll have to talk to Peter about that, this stretchy cotton probably isn't going to work. The kids are gone, of course, having took off the instant punches started flying.

She locates the leader, the one who'd first drawn his gun like it didn't at all occur to him that he was a man threatening to blow a hole in a _child._ He's stuck to the window.

She lands next to his head with a rattling thud, startling the people inside, and looms over him. He struggles, wriggling his shoulders against the glass, but those webs are Oscorp-made. He bares his teeth at her hatefully. He lost his cap at some point in the fight, and his nappy hair sticks out in tufts. She doesn't know how she can tell, but she looks at him and knows that he's the kind of man nobody _wants_ as a leader, but became one because the other alternatives are in jail, and he stepped up because he likes violence for the sake of violence. This is what jail does to the neighborhood landscape.

"You," she says, lowly and pleasantly, "never, _ever_ use power against the powerless. Do you understand me?"

He spits. He misses.

Gwen sighs.

"If you so much as _breathe_ in those boys' direction again, then you will definitely find out what a spider does to whatever's caught in its web."

She pats his cheek (hard, because the aim is to bruise,) and then scrambles up the side of the building, disappearing around the awning and across the rooftops.

She finds the boys three blocks down; they've stopped, crouched down on their heels in the shadow of a mailbox, so that the younger of them can suck on his inhaler. The older stands guard over him, and they both startle when Gwen lands without noise on the pavement beside them.

"It's okay!" she says quickly, holding up her hands to show she's unarmed. "I just wanted to make sure you were all right! You guys okay?" They don't answer, watching her with suspicion. "Hey, what are your names?"

The two of them look a little like Miles, in that way where they'd probably need to check every available box when asked to identify their race on standardized tests. Ms. Young, she later finds out, was born to Sri Lankan immigrants in the Bronx. 

The older one sets his jaw and lifts his chin, clearly coming to a decision. "I'm Jamal," he goes belligerently. "This is Rasheel."

"Nice to meet you," says Gwen, stepping closer.

Rasheel shies away from her, staring her right in the mask and looking like he's going to start crying, and Gwen, thinking of Simon, immediately crouches down to his level, softening her voice to say, "Hey, it's okay! It's okay. I'm just a person, see? Just a person. It's just a funny suit."

"Why are you wearing a mask?"

"Because I'm very ugly," Gwen says solemnly, and feels an immense kind of relief when Rasheel pokes his head out from behind his brother's back, clearly interested in this piece of news. "Are you okay?" she asks them again.

"Yes," says Rasheel.

"Yes," says Jamal. "But we're not safe. They're just going to come back and do it again on Monday."

"Then so will I," Gwen promises, and Jamal snorts, like he doesn't believe her. Gwen doesn't think about debate club, doesn't think about how little time she'll have after eighth track gets out to get down here to Brooklyn. She thinks about the expression on Jamal's face when he found himself backed into a corner with no way out except violence. "I will. I will wait outside with all the parents, okay? Look for the ugly person in the cool mask."

He squints at her, uncertain.

"Jamal," she says. "You have been so brave. I hope you know how brave you are, standing up to these adults who are punishing you for something that isn't your fault. You shouldn't have to carry a gun to school just to protect yourself and your brother on the walk home. That's not your responsibility. That's mine."

She goes home, after, and manages to wipe the blood off her knuckles and face before anybody else arrives. She considers that day a victory.

But this time, she doesn't wind up in some blog post about three pages in Google News Local.

This time, she lands right on the front cover of the Daily Bugle.

 

-

 

Gwen pauses on the threshold of the apartment, and Simon waits expectantly, still one-arm-in, one-arm-out of his raincoat. She lets go of him, stooping and picking up the newspaper. " _Excuse_ me?" she says to nobody in particular.

"Who's that?" Simon wants to know, grabbing her elbow and trying to drag it down to his level so he can see what's got her attention.

She works her mouth fishily, too indignant to respond. Her blood roars in her ears.

"Yo, Gwen, are you charging a toll?" Howie shoulders past her into the hall, and bumps into her deliberately when she doesn't shoulder-check him like she usually does. "What's your problem?" he glances at the newspaper, catching sight of the large, blaring headline: **WHO IS SPIDER-MAN?** and underneath it **and is he a problem?**

"Oh, him," he goes with a dismissive flick of his wrist. "You know how it is. Young dude does something cool, old people gotta act like it's a big problem. Old people hate when young dudes do something cool."

 _I'm not a dude!_ Gwen wants to shout.

"Are we talking about Spider-Man?" Philip finally joins them in the hall, always the last one ready, per usual. His bandana's fastened tight over his weedy growth of brown hair, and he is not carrying an umbrella. Like Jamal Young, he is ten years old. He has never had to carry a gun to school to keep a bunch of older kids from killing him on the way home. "Are old people already freaking out about him? _Really?_ C'mon, Gwen, we're going to be late."

She opens her mouth, but Howie beats her to it, kicking at the back of Philip's legs and tripping him right into the wall. "And whose fault is that?"

The rest of the morning commute descends into the usual yelling chaos.

 

-

 

At school, the first thing she sees that actually registers in her mind is Peter Parker, who's taping up a flyer to the girls' bathroom door, reminding everyone that submissions to the literary magazine are due _this Friday._ The shoulders of his T-shirt are damp from the rain, skateboard tucked horizontally through the straps of his backpack.

"Fuck," she says under her breath, startling the freshman ducking around her on the right. He sniggers at her, because _freshmen,_ and she sneers back before pivoting on her heel and ducking through to take a different hallway.

 _I so did not think that one through,_ she thinks with a groan.

She manages to postpone that particular confrontation until lunch, when she rounds the corner by the Assistant Principal's office (not her usual route), and spots Peter lounging against her locker with a forced kind of casualness that isn't fooling anyone. Peter Parker is on the yearbook staff. Peter Parker regularly gets his lunch stolen by Flash Thompson, and never actually seems to learn his fucking lesson, which perversely in the hivemind of the high school social hierarchy means he starts _deserving_ the beat-downs he gets. Peter Parker does not lounge against girls' lockers, everyone knows this.

He straightens up at her approach, except his limbs seem to go somewhere else without permission from his brain, because he bangs his elbow against the latch of her locker and hisses in pain.

"Well done," she says dryly, stopping in front of him.

"Yeah, I know," he grumbles, and then actually _looks_ at her -- the way she's holding herself, her notebooks and the tome for European History held protectively in front of her chest, the tense hunch of her shoulders. He doesn't have a spider-sense, but he eases back anyway, until he isn't looming over her anymore and Gwen's spider stops wanting to bite him on the face.

And then he ruins it by saying, "How's it going, Spider-Man?"

A half-beat later:

" _OW!"_ he yelps, when Gwen grabs his middle finger and wrenches it all the way back to meet his wrist. His whole body bends into her to relieve the pressure. "Ow, _motherhugger,_ ow, Gwen!"

"Say that a little louder, would you?" she growls, and lets him go.

"Sorry," he goes contritely, clutching his hand to his chest. "I wasn't thinking. It's not like anyone listens to me, though, I could tell the entire cafeteria that you're Spider-Man and I'd probably just get sat on by an underclassmen."

Peter has a way of throwing words at her feet that land in just the right way to trip her: if he punched her, she'd see that coming, but there's nothing that prepares her for what comes out of his mouth.

"You're not Anne Hathaway in the _Princess Diaries,_ Peter," she says, bemused.

He retorts, "That's what _you_ think," and tosses his hair, "I am a princess of Genovia, and my place is with my people."

"All right, Your Majesty, have it your way. Now move," and she elbows him out of the way so she can tuck her books into her locker. She senses him sneaking a look over her shoulder, and doesn't know what he's looking for; girls' lockers aren't mysterious. Most of them aren't even that organized, Gwen just likes being able to get her hands on things in a hurry. The suit is in her bag.

She shuts the locker and twirls the combination lock. "Did you bring a lunch?" she asks, eyeballing him. The backpack's gone; the only thing he's carrying is the skateboard, now awkwardly pinned in his armpit as he examines the finger she wrenched ( _you need more siblings,_ she thinks at him, unsympathetic,) and his camera, hanging around his neck. It's the hipster kind, a silver-trimmed Canon with actual developing film. She doesn't see anything edible, but he could have something tucked away somewhere.

He blinks at her. "Yes, but Flash --" and breaks off, already following her initial thought through to its conclusion. He rearranges the skateboard and follows her, jogging a little to catch up. "You want me to sit with you?"

"Am I intruding on your time with your adoring subjects, my king?"

Airily, he brushes it off. "They'll live."

At the cafeteria doors, she steps into him, elbowing him in the ribs to direct him in the direction she wants them to go. "I'm hot lunch today."

He pushes his glasses further up onto his nose. "Don't you usually bring a lunch in?"

"Yes." Gwen picks up a tray. "But I slept in this morning on account of having been beat up and shot at last night. Sleep trumped leftover risotto and the dregs of a bag of trail mix. Hmm, which one of these do you hate the least?" She gestures; today's lunch options are a vegetarian linguine with suspicious bits of broccoli dotted in it like mold, and salisbury steak that looks like the kind of tar those road workers had been using to fill potholes yesterday. Neither of them really appeals, but she picks the pasta when he shrugs at it and loads up with twice the usual amount.

Peter cottons on to what she's doing when she grabs two sets of utensils, and palms a second milk carton when the cafeteria aide isn't looking.

"You don't have to," he goes quietly, holding up a hand when she tries to pass him the fork and the knife. She cuts him a look, and his eyes crinkle kindly. He continues in the same undertone, "I'm not going to tell. I mean, that's the point of the mask, right? So that nobody can put a name to you and get your family in trouble." He follows her to her customary spot at one of the benches out on the veranda. Their only company is Icarus Wilde, who has a pair of white Beats on over his ears. He suckles back some snot without seeming to be aware of their proximity. "Sorry. If I realized you were actually going to become a ninja, I wouldn't have …" Peter trails off.

"Yeah, well, I didn't think it through, either, because now I'm famous. Sort of," she punches her straw through the pouch of her Capri Sun with more force than is strictly necessary. "Spider-Man. Honestly, what the fuck."

He ticks his eyebrows at her. She tries to remember if she's cursed in front of him before. If her father could hear her, he would probably blame hip hop.

"It's a freaking skintight suit, like how do you come to the conclusion -- even if I _were_ androgynous, which I'm _not --"_

She stops, because the idea of people seriously considering the contents of her clothes makes her deeply uncomfortable.

"Was sticking the 'Man' on there really necessary? Spider-Man," she says again, curling her lip over the name.

"Well, it's like with angels, right?" Peter interjects. "I mean, like, angels from the Bible -- Gabriel and Raphael and Michael and whoever else -- they're all supposed to be sexless, genderless, whatever, except it's really rude to say 'it' when referring to a person, so boom, male pronouns were given to the angels because in ye olden times, everybody sucked and thought the male pronoun deserved more respect." Quickly, he stuffs his face full of linguine, like he needs to shut himself up before he could put his foot in his mouth. "Habits die hard and all that?" he tries.

Gwen tilts him a droll look.

He swallows and asks, "Are you going to correct them? In costume?"

"No!" She shudders at the thought. "I'm not going to acknowledge any of it. I … I just want to do my thing, and the Daily Bugle can … go elsewhere."

"Speaking of which," Peter puts the fork down. "What _do_ you do? I thought I was making you a costume for some kind of competition at Oscorp, but if you're getting shot at in Brooklyn, then … then I think it's a little bit more serious than that."

Gwen slowly lowers her fork as well. She stops car thieves and men who don't value consent, she stops men who would punish women and men who would punish children. She catches cars before they can back off the edge of a pier and kill all its passengers. She's still the big sister, still the overachieving 99th percentile, and the more she does, the more she feels she _needs_ to do.

She looks down at their tray. 

Peter waits.

She picks up the fork again and folds it into a bow shape like she's making paper origami. She sets it on the bench between them. Peter touches the tines the way someone would reach for the antennae of a butterfly.

She tells him the story, starting with the Osborne super-spiders, locked in their antifreeze-blue room because nobody knew what to do with them, the one that bit her, and everything that happened afterwards: the changes her body went through, the fights she found herself stepping into because she no longer had to fear the retribution, the situation with Tiffany's ex and his friends in Brooklyn that led her to realize she needed a mask if she was going to make enemies by defending the powerless against the powerful.

It takes the rest of lunch; they take the tray to the return window, and on the way back to her locker, she folds her arms and addresses the floor. "Don't tell."

There's no reply, but when she looks up at him, he mimes locking his lips with an invisible key, which he then bundles up into his fist and lobs like he's shooting from the half-court line. Apparently it's nothing but net, because he shakes his fist in victory and does the subvocal sound of a cheering crowd.

She shakes her head at him, and walks on.

He follows.

"Don't you have class?" she wants to know; fifth track is her free track, but the bell's going to ring in about two minutes and she's pretty sure Peter should be going somewhere. Gym? Maybe? She shuts her locker door and thinks she remembers Penelope saying something about how Flash just moves straight from harassing Peter over lunch to pitching basketballs at the back of his head during fifth track, but to be honest, that's been true since they were freshmen and could apply to any year.

"Well, yeah," he admits. "But I'm in no hurry."

She lifts her eyebrows at him, but he just scratches at his hairline, gesturing vaguely.

She turns, spots the problem, and says "ah" with a great wealth of understanding; one of the varsity cheerleaders has her tongue down her boyfriend's throat, and they're using the 50-60 block of lockers to prop themselves up and play a rousing game of tonsil hockey before lunch ends. She assumes Peter's locker is one of the ones currently in use.

Gwen cracks her neck. "I got this," she says confidently. "Bitch, hold my flower," she holds her books out for Peter to take, which he does with the politely baffled expression of one who doesn't get the reference.

She crosses the hall, slamming a shoulder up against the locker next to them hard enough to make them rattle and saying brightly, "Hey, Chaz!" She has no idea if that's really his name, but she's pretty sure he's on the football team, so his name has to be Chaz or Todd or Brad or something. Anyway, it works, because he peels away from his girlfriend with the difficulty of an old window cling and blinks at Gwen dazedly.

"Hey!" she goes, with pep. "Just wanted to check up with you, how's your treatment for the clap coming?"

"Gwen!" the girlfriend yelps. It's Melissa Klaus. She used to be in Gwen's Girl Scout troop in the third grade. She has a little brother with Down's Syndrome and the last time Gwen and Melissa shared this much personal space, they were taking shelter from the rain in the back of her father's squad car, the flashing reds, whites, and blues catching like sparklers in the colors of the raindrops on the windows, while on the porch, Melissa's drunken mother hurled shoes and books at Gwen's father and his partner. Afterwards, neither spoke of it; Melissa's older brother has custody of them now, last she heard.

"Oh, no, didn't he tell you?" Gwen tsks between her teeth, shaking her head at Chaz in admonishment. "Come on, brother, if you want a loving and trusting relationship, you need to man up to these things."

Chaz finally succeeds in putting his two functioning brain cells together. "But I … don't have the clap."

She regards him with her most earnest, wide-eyed look. "No, I know. But now that I have your attention, I need you to move." She makes a shooing motion.

A few moments later, Peter sidles up beside her, and she gestures at the now-empty span of lockers grandly. "You are a true hero," he goes, and there's something about the shape of his mouth when he says it that makes Gwen flush and feel ridiculous, so she just bobs into a half-bow and laughs more than is necessary.

 

-

 

Now that he knows what it's for, Peter devotes his attention to helping upgrade the suit.

"More padding," he decides with a forceful nod, pushing his glasses further up his nose and spinning his chair around to rummage in the drawers underneath his sewing machine, which she notices he hasn't put back under his bed since the last time she was here. Indeed, spools of thread have built up around it, and she spots no less than three seam-rippers tossed across his desk. Bolts of fabric lean up against the wall by the closet door, propped up by the trash can, their loose ends modestly pinned in place. She recognizes the colors.

She's standing in the middle of the room with all of her bruises on display, feeling incredibly self-conscious in nothing but her bra and briefs so that he can redo her measurements. "Good," she agrees, as he spins back around with the tape measurer.

The downside of swinging from steel-strength web filaments from building to building like a decorously-dressed Tarzan is that her joints tend to absorb impacts with the sides of buildings in ways human limbs don't really tolerate that well. The little bit of spider physiology she inherited from the bite helps, but that only goes so far, and if Gwen keeps it up the way she is, she's going to have all the physical problems of a retired professional athlete before she's twenty.

"What do you think about gel inserts?" Peter asks, only half-joking.

"Glamorous," she replies, and rolls her eyes when she sees that he has a tab open on orthopedic shoes.

Gwen's knees and elbows are mottled a deep plum color, and the heels of her hands are scraped raw from where she had to hike herself up the trusses of the Queensboro Bridge in a hurry, so he adjusts for more padding in those places. He changes the fabric, too, because this isn't a costume anymore, it's the real deal:

"It's spandex," he tells her. They've got their heads bent together over his sketchbook at her station in the chem lab. The bell hasn't rung yet and the room is still filling. "I'm thinking, like, those people who do the luge? I watched a lot of videos of you on YouTube --"

"There are a lot of videos of me on YouTube?" Gwen says blankly. It hadn't even occurred to her to Google herself; she's still annoyed by the whole gender confusion thing.

He blinks, derailed. "Uh, yeah," his mouth quirks up into a smile. "It's my life's goal to see you trending on Twitter."

"Ugh, don't joke," Gwen complains, and pokes him in the side with the butt of her pencil to get him to continue.

"Right, no, spandex. YouTube. Aerodynamics," he waves his hands around expansively, like he's waiting for her to make the connections between the nebulous things he's throwing out. "The fabric that provides the least amount of air resistance, so you can get where you're going faster and expend less energy doing it. Apparently it's all the rage with Olympian athletes these days."

Gwen thinks about the PBS special she watched with her brothers about how Olympic host cities have to destroy whole remnants of culture in order to put on a show to celebrate athletes. Oblivious, Peter flips the page of his sketchbook, showing her a spread of small-scale sketches of her mask from several different angles.

He taps with a fingernail. "These eyepieces."

"I like them," she says immediately, because she does. They've changed; elongated to give her a wider peripheral range, yes, but they also dominate the mask's facial features. The Spider-Man on the page looks intimidating. "I don't suppose you could design them to repel bugs?"

"I'm not the one with superpowers here, that'd be you."

"What, really? No little windshield wipers for when I inevitably smash into some poor lightning bug at high velocity and smear its guts everywhere?"

"You say the most appealing things," he informs her, mock-serious. "Every word out of your mouth is poetry, how do you do it?"

She picks up her lab packet off the counter and smacks him with it. He holds up his hands to fend her off; the sides of them are smudged grey with graphite, which makes her imagine him drawing so intently that he didn't even take the time to wash his hands before coming to class. She smiles.

"How did you even get into this stuff?" she asks.

He shunts his jaw to one side thoughtfully. "Actually, I guess it was my uncle who got me into it. He builds bridges, you know -- well, not so much building these days as repairing the ones we already have. But he used to bring home all of these, like, connector kits, and we'd assemble, you know, miniature models of the Brooklyn Bridge and Carnegie Hall and stuff. We built a lot when I was little. He kept me pretty busy." _After my parents died,_ Gwen hears loud and clear. "Not so much anymore. My uncle's arthritis," he scrunches his fingers by way of explanation. "But then, for one of MJ's shows -- I don't know if you -- MJ Watson, she's --"

"I know MJ," Gwen cuts in.

"Oh, good!" says Peter delightedly, like everyone should know MJ. "She was talking about how their costumer couldn't get the panniers on -- you've seen, like, paintings of old European women with these big, enormous skirts? Panniers hold those in place, and the costumer was totally messing it up, and I thought, I can do that. That's just a type of construction. That's just a connector kit."

She props her chin up on her fist. "So you're saying making clothes is like … construction work?"

" _Absolutely!"_ Peter declares, passionately. "It's -- it's -- it's _art_ in architecture. It's exactly like construction, and it's just as difficult sometimes. Like, you know the webbing design on your mask?" he flips the page of his sketchbook. "I had to use the same kind of algorithm they use to build a cantilever truss -- you know that crosshatch look some bridges have -- to know how many I'd need. There's _so much math_ involved in designing clothes, Gwen, it's not just … frills and colors, although those are fun, too."

When the bell rings, he hops off the stool so he can go sit with his actual lab partner, but then pauses and tilts his head thoughtfully.

"You know what I should do?" He gestures with the sketchbook. "Include these in my applications to design school."

She nods back solemnly. "I'll be sure to plug your name, the next time me and the criminal element of New York get around to talking fashion."

"Oh shut up," he laughs.

The mask, it turns out, becomes something of a problem, because it isn't really designed with room in mind for Gwen's hair; she'd been making do so far by high-centering a ponytail and then tucking the ends under the fabric around her neck, which was both itchy and would inevitably get caught in the hooks and rip out. When Peter redesigned it with stretchy spandex, they sacrificed that space for more androgyny and also to better streamline it, to make Spider-Man's head less of a target.

"It's okay," Gwen assures him. "I can pin it up. Actresses do it all the time when they wear wigs or something, don't they? It'll be fine."

"You know what," she decides about three days later, and forcefully rips two bobby pins from her head. "Fuck this shit. How the fuck do people do this?"

"Gwen?" somebody asks from behind her, surprised and a little concerned. Gwen sighs and turns around, expecting to have to apologize to her debate team leader or one of the underclassmen who've never heard her cuss. They're in the auditorium, setting up for a practice run on stage. They have their first state competition that weekend.

But it isn't one of the debate team members, it's MJ Watson -- the cast for Midsummer's Night Dream had conceded the stage to the debate team for today, and Gwen doesn't know where they relocated to for practice. MJ's in casual clothes, but has stage make-up on and flecks of silver glitter in her hair.

"Are you okay?" she asks.

"Fine," says Gwen automatically, and then memory twinges at her. "Hey!" she goes, as MJ starts to turn away. "You used to be on the swim team, right?"

"Right," MJ agrees, looking back at her curiously. That had been back in their freshman year -- MJ long and coltish and excellently styled for swimming even in her prepubescence, and Gwen's pretty sure she remembers hearing about how the swim team rarely ever accepted freshmen. Then her dad yanked her out when she hit puberty, because he didn't want anyone "ogling her at meets." He'd made a scene right in the middle of the girls' locker room, yelling at the coach about MJ's breasts with everybody there to witness.

(Seriously, the dude's the biggest fuckcanoe Gwen's ever met, and at fourteen, only MJ's quiet insistence of "please, don't," made her refrain from marching right home afterwards and telling her own dad about him.)

"Do you think you could show me how you pinned your hair up underneath your swim cap?"

"Oh!" MJ blinks. "Sure! … Now?"

Gwen glances back towards the stage. She'd thought about volunteering to help move tables and podiums, but she'd probably wind up single-handedly lifting an entire table by accident and giving herself away, so she's letting the boys do their thing.

"I think they'll be at that for awhile. Do yours need you?"

"Not for two more scenes," MJ says, and when Gwen extends her palette of bobby pins towards her hopefully, grabs them and Gwen's wrist by extension and adds, "Come on, we need a mirror."

In the girls' bathroom by the costume room, MJ sets the pins down by the sink and pulls out the messy bun Gwen had been trying to work with. She shows her how to take smaller sections of her hair, twist them close to her skull, and pin them in place instead.

"That sounds time-consuming," Gwen reluctantly points out. She'd kind of been hoping that spider-senses would make her slightly less blind when jabbing herself in the back of her head, but that would be too easy.

"It goes quicker with practice," MJ assures her, giving her a sympathetic grimace in the mirror. "It's hard when your hair's that middling length -- long enough to be annoying but still short enough that it doesn't clip easily and won't stay in a ponytail for long. Or," she adds, when a coil of Gwen's hair springs out of its pin and flops down next to her ear, and Gwen's vision flares murderously red. "You could just cut it all off."

"Don't tempt me," Gwen growls.

By the time the debate team's finished setting up, they more or less have it figured out, and Gwen's in the process of pulling the pins out again as they cross through the auditorium when MJ asks, "Who's your opponent for state?" And jerks her chin at the stage.

Gwen sticks her tongue out. "Stuyvesant."

"Ah," says MJ with a great wealth of understanding. "Yeah, good luck with that."

"Thanks," she answers, dry.

"You guys went to regionals last semester, didn't you?" MJ shows teeth. "Thanks to you?"

"Oh," Gwen scratches the back of her head. "I wouldn't say -- I wouldn't say that, it's a team effort."

"Bullshit," MJ grins. "That's just what the guys on the team say when they're trying to piece their egos back together."

"Well." She gestures helplessly, and seizes on another topic. "What about you? Didn't you win us a trophy on swim team? Your freshman year? Against _Stuyvesant,_ even? Doesn't that pretty much earn you a knighthood around here?"

"Oh, please," MJ snorts, and sheds some glitter when she tosses her hair over her shoulder. "The only interesting thing I've ever done is that one time I rewrote the lyrics of Thrift Shop so that they fit into iambic pentameter and wound up in a Cracked article because of it."

"That was _you?"_ Gwen all but shrieks, and immediately lowers her voice, grabbing on to MJ's arm and giving it an emphatic shake. "I read that article! Oh my _god,_ that is _so cool!"_

She looks pleased, and continues, a little more shyly, "Well, that and I also met the person who runs the horse_ebooks Twitter in a bathroom downtown once."

Gwen boggles. "Horse_ebooks is a girl?"

"Oh. No, I was in the men's bathroom," and then she absolutely does not volunteer any more information, pressing her lips together and giggling between her teeth, no matter how much Gwen shakes her and makes greedy, demanding noises.

She gives up after a minute or two, and instead starts pointing out the debate team members who are mingling around, waiting for their leader to assign them spots.

"That's Kevin, there, with that god-awful 'make me a sandwich' shirt that makes me want to set him on fire," she goes in an undertone. "He's our best bet for a trophy this semester."

"Besides you."

"Well," Gwen's need for modesty wars with how much she simply does not like Kevin and cares more about winning against him than she does against Stuyvesant. "I suppose."

"I hope you kick Stuyvesant's ass. Did you hear about them suspending one of their girls for the way she dressed? She wore scalloped shorts that were apparently 'too short' and now the administration wants to kick her out."

"I did hear about that. But I took it with a grain of salt -- you can't believe everything you hear about Stuyvesant in these halls."

"This, unfortunately, is true. It's on Google News. She was a 'distraction' -- because obviously it's much more important that the boys' comfort levels are catered to, not the girls." Gwen makes a noise of disgust deep in her throat that MJ echoes, and they're quiet for a beat before MJ confesses, low, "I hear about stuff like that and there's so much I want to _do,_ like nothing I do is _enough,_ because there are still assholes like the school board at Stuyvesant. Do you know what I mean?"

"I know _exactly_ what you mean," Gwen agrees, soft.

 

-

 

If Gwen expects her New York minute to be exactly that, she's sorely disappointed.

"Ugh," she declares, throwing down another horrible front-page article from the Daily Bugle on her way to work. "It's like they've never heard of anybody trying to fight crime before."

Howie, who has followed her out onto the landing to take a bag of trash out to the trash chute, takes one look at the paper on their welcome mat and points out, "Well, maybe not somebody who looks like they just escaped from Cirque du Soleil."

 _It's hard enough,_ she thinks when she clocks herself in, slinging her lab coat on over her sweater and stopping by the Purell station to scrub down her hands, feeling distracted and disconnected, like she exists in her own body only by remote control: sending it signals from a hundred miles away. _It's hard enough trying to get through my own life without giving everything away. I've never had to keep a secret like this before. I have no practice. I don't need everybody else trying to find the person under Spider-Man's mask. I don't need that pressure. I perform enough already._

"Hey, wake up." Ripley snaps her fingers in front of Gwen's face, then promptly hands her a clipboard. "We got the summer interns coming in today, and you drew the short straw for giving them the tour."

"I did no such thing," Gwen protests.

"Well, we _were_ going to draw on it, but then we all agreed to just skip the actual drawing part and just _tell_ you that you got the short straw."

"Thanks, guys," Gwen says acidly. She studies the clipboard for a second, then draws herself up to her full height, straightening her shoulders, and prepares to face down a group of kids all likely to be older than her, and half as mature. She's not going to let them get to her. Not today.

This lasts until she's got them engrossed in a hologram presentation explaining Oscorp research into cross-species genetics, then she ducks over to Ripley and asks, "Ripley, is my voice manly?"

Ripley gives her some serious side-eye. Maybe. It's hard to tell, with eyes like Ripley's. "Are you asking me this from my vast life experience as a man?"

"No." Gwen stops herself from rolling her eyes, abruptly taking in Ripley's facial features and the stocky way she holds her weight, and realizing, perhaps a little bit too late, that being mistaken for a man might be a legitimate problem for Ripley. Having never had to face that herself up until recently, it hadn't occurred to Gwen to think it. "It's just …" she gestures over her shoulder. "One of them said something and thought I wouldn't hear --"

"Oh, man," goes Ripley. "Are they getting to you already? I mean, your voice -- maybe a little --"

"Hey, now," Gwen scowls. "I didn't ask so that you'd agree with them."

Ripley looks sympathetic.

She bites her lip, and then sighs. "I'm being over-sensitive, aren't I?"

"No such thing," Ripley says stoutly. "You are allowed to feel whatever you feel, and as your girl friend, I am allowed to be honest with you, within reason. Want me to call in Dr. Connors so that he can wave his stump around and shame them into awed silence?"

" _Ripley!"_ she yelps, and the grin that Ripley gives her is nothing short of catty. "Are you allowed to _say_ that?"

And it's true, it's true that being hypersensitive to every little thing means that Gwen senses and overhears a lot of things she probably didn't before. There's a spider inside of her now.

It's a part of her that she's overwhelmingly aware of, _all the time,_ that makes her feel lit up under a spotlight when she's in the school halls, that craves the lights down dim when she's studying at night, that only relaxes when she's got the back corner seat in class, chair tipped back to meet the sturdy pressure of the wall. _Spider instincts,_ she thinks, and it's hard, because Gwen's never been a back corner person. She's not Peter or Penelope, and she doesn't know how to handle being a wallflower.

She hasn't stopped thinking of the bite and her powers like a sickness, some bug (ha ha) that she's going to get over and then her life will return to normal; normal Gwen whose biggest worry is whether Dr. Connors will remember to write her college recommendations and whether or not she's still four assignments ahead in Trig, normal Gwen whose temperature doesn't make a thermometer freak out, who can't hang upside down from the ceiling and who can't protect two boys on their way home from school.

Gwen doesn't know what she'll do if all these changes are permanent.

What is she going to do with the rest of her _life?_

Hide?

Never do anything out of the ordinary, as long as she lives?

Give up Gwen Stacy entirely and _be_ Spider-Man?

She doesn't know. She just doesn't know.

In the break room, while she's in front of the vending machine, shoring herself up with Lady's _Yankin_ playing from one earbud and trying to decide if she wants to pay 85c for a bag of air -- er, chips -- or go with a candy bar and a sugar headache, a voice says from around the corner, "Psst."

Male, her spider-senses tell her, sensing the shift of his feet on the linoleum floor. Adolescent, unpredictable weight, and not adept at using his own body --

Oh.

"Peter," she says in surprise, turning. "This is my work. What are you doing here?"

"It's Oscorp. Maybe I just really love science," he deadpans, coming in and setting his backpack on one of the tables. They're alone. She wondered what kind of excuse he gave the receptionist downstairs. "No, I finished your gloves. Hopefully they won't get caught in your webshooters anymore, but short of building you a tank to ride around the city in --"

"Is my voice manly?" she cuts in.

He lifts his head, and promptly bites his lip. "Yes?" he goes, like he's not sure what she wants to hear. "I mean, there's a definite, like, rasp to it, but I don't think you're going to kick Morgan Freeman or Ian McKellan out of the business anytime soon. Besides, isn't it a good thing? Didn't you say that being mistaken for a dude was actually becoming an advantage?"

And that's true. After all, there's more than one way to wear a mask, and Gwen's found herself becoming grateful that everyone seems to have adopted Spider-Man as her moniker, especially after she … kind of casually brought up Spider-Man's existence with Miles Morales because she wanted his opinion and he promptly yanked out his phone to show her how just how many Facebook groups there were dedicated to sleuthing out her real identity. Fortunately, they all seemed to be caught up on that Y chromosome thing.

No. Gwen's not going to lie: there are definite advantages to wearing a mask of masculinity as well as one of spandex. Like, some men create entire blockbuster action movies trying to capture the feeling she gets when she's in the middle of a fistfight and she knows she's going to win. She's not going to deny she likes the respect she gets sometimes -- nothing overt, not really, and maybe not something she'd noticed if she'd been raised a boy, but it's definitely something she notices now.

People have no trouble asking Gwen Stacy for her time: "Gwen, can you do me a favor?"; "Gwen, I can borrow your --"; "Gwenny-bee, can you … oh, you already did? Thanks!"

Sometimes she feels like, as a girl, her time belongs to everybody who could think to utilize it, but when she's Spider-Man, when she's shaped differently and her voice registers differently and people refer to her by the male pronoun in the excited Tweets they post, she can't help but feel like they think her time is a _reward._ There was even a young woman who apologized for needing to be rescued the other day -- _I'm sorry,_ she said, _I'm sure you have better things to do,_ and Gwen had boggled at her, because _what._

And that's the way things go -- people say things about Spider-Man, Gwen ignores it -- until the day she gets hit by lightning.

 

-

  
  
(art by [quintenttsy](http://archiveofourown.org/users/quintenttsy/))

-

 

She wakes up, and immediately gasps, shocked airless from the pain that explodes into her awareness, radiating in every corner of her body.

She sucks uselessly, mouth swallowing at the air like a fish underwater, and her hands starfish out, hunting for something -- anything! -- to grab onto, to locate herself in space -- to -- where is she? What happened? There's a weight in her chest that feels like someone carved out a space behind her ribs and dropped a bowling ball in it. She feels bruised and raw, and her muscles are crawling like they're trying to come out of her skin and she can't stand it cannot cannot.

She grits her teeth and starts to scream, except _there's no air --_

"Spider-Man," says a voice. " _Mashallah, mashallah,_ she's alive, Spider-Man, can you hear me?"

Something meets her flailing hand, closing around it.

"Spider-Man! _Breathe!"_

Oh, really? What great advice! What do you think she's _trying to --_

A hand on her back -- small, a woman's hand, a woman on her knees beside her, 5'3", a little under 200lb -- turning her just a little bit onto her side, and Gwen feels tile under her cheek and she coughs, gasps, and then all at once, air goes screaming into her lungs, almost painful in how powerful it is. She coughs again and again, and shudders on each inhale.

" _Alluhu akbar,"_ says the woman fervently, giving Gwen's hand a tight squeeze. "Oh, bless. You're all right. Keep breathing, you're okay."

That sounds like pretty good advice, actually, so Gwen focuses on that; steadily pulling air into her lungs and trying to determine where she is. The tile under her body is wet, and smells like chlorine. Nearby, a body of water pulls at the air, distorts sound and casts them up to meet the high, domed ceiling. A pool, she's guessing. One of those rooftop pools they have in certain hotels and expensive apartment buildings. Gwen was in one once, for a party her mothers' associates put on. She'd been dressed in a smock and very firmly told not to go in the pool, which seemed like an incredibly stupid thing to ask a six-year-old girl.

The chlorine had completely ruined the dress, if she recalls correctly.

She lifts her head, feeling the pins shift along her skull and stray strands of hair trail across her cheek, and --

She's not wearing her mask.

She's in her gloves, and the suit, but she's _not wearing her mask._

She explodes to her feet, knocking the woman's hands off of her, skittering across the tile and landing in a protective crouch. She touches her face, just to make sure, then throws her eyes around, trying to find it: her vision wavers, blurry, but she catches a glimpse of white towels stacked high on shelves and a woman, also in white, kneeling on the tiles with one hand outstretched towards her, caught mid-plea. Gwen has to cut three separate looks at her before she makes sense of her outfit; head-to-toe, wrist-to-ankle white, a beautiful skirt puddled around her and showing the damp spots, the scarf wrapped around her head, lacy fringe covering all but the shadow of her eyes.

"Spider-Man," says the woman, holding both her hands out. "Tell me, do you remember what happened?"

"I was --"

No. No, she doesn't. She glances back, around, trying to make sense of how she could have gotten here. It's raining outside; the sound of it on the glass is like the murmuring of low voices in another room. She twists back around, looking at the Muslim woman helplessly.

"You were hit by lightning," she says carefully. "I had come up here for privacy to do my prayers and I saw -- you swung by -- I knew immediately who you had to be, except there was this _flash_ and you just _lit up_ and then you dropped. You landed on the deck --" she points helpfully. "So I pulled you in here because it felt safer."

Well, Gwen certainly _feels_ like she'd been struck by lightning. That was incredibly stupid, she should have known better than to try to websling through a spring storm. She might as well have put a bulls-eye on her back and said, _hit me!_

"My mask," she gets out, half a question.

"I --"

And there it is, torn cleanly in half, and she lifts it from her lap.

"I'm sorry, I didn't know -- you weren't breathing, your pulse was erratic, I had to try to stop you from going into cardiac arrest, I didn't know how else to get it off."

"Oh," says Gwen. She forgets about her bare face, pressing her hand down over her heart. Is that why she feels like she'd been clubbed in the chest with a bowling ball? She blinks rapidly, an awareness of how close she just got to death shivers underneath her skin. "Thank you."

There's a smile in the woman's voice. " _Wa iyaakum,"_ she says, with a tone that's pretty universal for "you're welcome."

Gwen bites her lip. "And …" she starts.

"I won't tell." She gets to her feet, the wet hem of her skirt slopping heavily around her ankles, and adjusts her veil. She comes over, just in time to catch Gwen's weight when her knees shake and give out. "But oh Allah have mercy," she breathes. "You are just a child."

"My name's Gwen," she offers. She doesn't know why.

"Fatima," the bride answers, and settles them down in the empty nook with all the spare towels. "Have you lived in the city your whole life?"

"Yeah. You?"

"Yes. My family has an apartment on West 110th, up in Morningside. We see you swing by sometimes around dinnertime, and I could tell. Just from the way you talked when you were angry. I watched the videos and I said, 'Spider-Man is one of us. How cool is that, that Spider-Man can be one of us.'"

"I shouldn't have been rushing," Gwen says quietly. "I knew better than to try to take a shortcut while it was raining, but I was so late. Even later, now -- oh no."

She stops, horrified. The fabric over her wrists is blackened, and when she scrapes it back with her fingernails, she finds both of her webshooters completely fried. Of course they'd been fried, she got hit by _lightning._ Only the rubber stopper along the bottom, where it attached to the straps, kept her from acquiring some terrific new burn scars.

"How do I get home?" she asks blankly. "I can't. Just."

Fatima looks at her for a long moment. Then she straightens, her spine lengthening and her shoulders falling into place. "Then," she tells her, with great dignity. "You shall walk out the front door."

"I can't," Gwen blinks at her. "I don't have a mask. Or another change of clothes. I can't --"

She stops, because Fatima's fingers are on the brooch that holds her hijab in place, pinned with great artistry underneath her earlobe. She unclips it, and starts unraveling the cloth from her head. Beautiful lace and white fabric fall into her lap.

It clicks.

Flustered, Gwen starts pinwheeling her hands at her, trying to get her to stop. "You can't!" she gets out. "Your religion -- your _wedding --"_

"Trust me," Fatima says assuredly, catching her hand and holding it between both of hers. Her hair is as black as her eyes, and she has very stern eyebrows. She looks about the same age as Dr. Connors. "In this, Allah has already forgiven me. And if my wedding guests do not understand why I am not covered, then they do not deserve my forgiveness, either."

"I … I don't deserve _that,"_ Gwen says, hushed.

"Don't be silly. It was you who stopped and held an umbrella over Abdullah ibn Sayed al-Aziz when he was forced to pray in the alleyway behind the DMV, with no mat to kneel on and rain dripping from the gutters. Was it not?"

"I --" Gwen tries, but it was, and she can tell by the triumphant twitch in Fatima's mouth that she's been caught.

"Now see, he wouldn't tell you, but he was scared that someone would throw things at him, or yell at him, or spit -- all of which have happened to Muslims who try to pray anywhere except out of sight in this city. But no one did, because you were there, and no one dared. Why would I not want to repay that?"

She tucks Gwen's hair back, and then pulls a close-fitting cap over her head, tugging it up so that it covers her hairline, clinging tight like a sock. They stuff her bangs out of sight. Then, with quick, economical movements, she drapes the looser cloth around it.

"I," she says, quite happily. "Just saved Spider-Man's life. On my wedding day. I'm very content with this omen, Gwen, I'll be honest." She drapes the ends over Gwen's shoulders, tucking them underneath and into the collar of her suit, smiling. "You know," she says, slowly and teasingly. "We could always just switch outfits entirely. Islam would be proud of the way you dress. Although, perhaps a few conservative scholars might have a comment or two about your legs."

Gwen coughs out a burnt-sounding laugh.

"Oh my god," she says, widening her eyes. " _Don't_ turn it into a fashion statement. You don't want to _know_ what kind of wedgies I get," and Fatima's bright bark of laughter echoes around the empty pool. They grin at each other, and Fatima pulls the lace down over her eyes.

"Come on, Spider-Man," she says. "You have quite an exit to make."

After that, Gwen takes a more active role in responding to the public. She creates a Twitter for the sole purpose of coming to Fatima's defense: **She lent me her wedding hijab after my mask got ruined. How is that not the most heroic thing u've ever heard?**

**@fatimabobatimah Thank you, and congratulations.**

**@horse_ebooks I don't lay eggs, no. Perhaps you should call Poison Control?**

**HEY! Signal boost: @TheAmazingSpiderMan Can u boost this pls? Amber Alert. Rachel Chen, 6yo, black eyes, black hair, last seen Monday @ Morningside Park.**

**@mmzkap234534 The way I dress doesn't make me a queen. I am a Khaleesi.**

"No, no, no," comes loudly from the direction of another table, and Gwen sets her phone down and glances over. The speaker is an underclassman with a stud in her nose, and she's using another student's lap as seating, slamming her palm flat against the table-top for emphasis. "You're looking at this wrong! The representation is problematic -- why do we assume that it's Spider- _Man?_ Look at the footage again, that is _clearly_ an androgynous figure. It possesses both male and female attributes. It's a statement, I'm telling you. Patrolling the streets, making people feel safe in a world where there are threats _everywhere_ for _everybody_ \-- that's not a _man's_ job as the protector, nor is it a woman's job as the carer figure. It's a job for _all_ sexes, regardless of how one expresses their gender. That's what the mask is about," and Gwen smiles to herself in delight, ducking her head behind her milk carton to hide it.

Well. Okay, sometimes being Spider-Man is pretty cool.

 

-

 

Here's a little something you need to know about fighting crime:

Crime is really fucking hard to fight.

It had seemed such a simple thing to commit to at first, when she was first starting to get the hang of all the ways her body had changed on her and what she could do with it now: she would use her powers for good. She would defend the powerless and stop the strong from preying on the weak. They needed more people doing that, right?

Here's the thing, though:

So little of it happens on the streets.

It's not that overt. You think dark alleys, you think old men who haven't shaved since the Magna Carta was signed holding someone up at gunpoint. You have an _idea_ of what crime looks like, and so little of it fits. Crime is committed behind closed doors, where Gwen can't reach the person who takes a fist to a significant other or to a child. Crime is committed on the Internet, it's committed in the way frat boys will laugh at a joke and then because it's just a joke, assume it's acceptable to perpetuate the act later, and Gwen can't get there to stop the joke before the joke becomes an act. Crime depends on people putting their heads down and saying, "not my problem." It's committed by the white collar, blue collar, pink collar -- and sometimes, Gwen wants to _scream_ because it seems like the best she can do is stop petty pickpocketing.

By the time a person is willing to commit a crime on the streets, in front of everybody and Spider-Man, then it's usually too late for Gwen to do anything but treat a symptom of a cancerous problem.

So much of what is illegal is something Gwen can't fight with webshooters, can't overpower with brute strength.

"Manhattan's becoming more gentrified, Gwenny-bee," her father tells her, slathering the second side of a PB&J and slapping it together to stick in Simon's lunch. "It's becoming harder for the people who live here to keep on affording to live here. And so, the manner in which people commit crimes is changing, and we've got to change with it."

She listens to police scanners. She walks the Young brothers home from school. Once, she manages to stop a crane from tipping over at a construction site, although that really has nothing to do with crime and more to do with being in the right place at the right time and also being kind of badass. For awhile, when she's out at night, she stops as many skeevy-looking johns as she can, a feat she's pretty proud of until one of the hookers stops her and tells her in no uncertain terms to back off, or they ain't gonna pay rent.

(After, she just takes a leaf from Peter's book and lurks, keeping high up out of sight and taking pictures of the men with her cell phone. She sends the headshots to the hotline at her dad's work in the hope that they might pick up the johns at a later date -- and not the girls (or boys) they were sleazing on.)

She keeps an eye on girls walking alone at night and she tries to tail suspicious people, hoping to get to them before they act, but what's "suspicious," really?

This is New York. _Everyone_ looks suspicious.

She spends half a night following a dude she thinks is a car thief (her clue that he isn't one should have been the fact that he dressed like one) but when she lands on top of the Lexus he sidles up beside and scares the shit out of him, she realizes she knows exactly who he is.

He lurches away from her with a "what the --", his tough guy voice breaking a little bit as it soars across, " _Who are you?"_

"Oh, sorry," she goes, backpedaling. "I thought -- my bad."

Yates, who used to be a grunt in her father's department before he got promoted -- apparently to undercover car thief, wow, bro, sorry about your everything -- and transferred out, stares at her from underneath his greasy fringe of dirty blonde hair. He must not get out very often, because he says, "What are you _wearing?"_

"Hey!" she protests. She quite likes the suit, thank you. Okay, sure, sometimes she feels ridiculous, like a little girl dressing up in a leotard for ballet, but it's an improvement over yoga pants. Also, she likes the way people stare sometimes. It makes her think of how passionate Peter's gestures became when he told her that fashion was architecture. She feels like she's wearing artwork; Peter Parker's version of the Brooklyn Bridge. She better turn heads. "Right back at you!"

He draws a knife.

"Oh my god," Gwen grumbles, and lifts out of her crouch, turning to walk down the Lexus's back windshield. "I'm done, this isn't even worth it."

"Hey!" he shouts after her, sounding a little put out. "You can't just walk away!"

"Bye, Yates!"

 

-

 

Ripley is not impressed with the charred, useless ruin that Gwen sheepishly brings to her family's bakery, the day after the lightning incident.

"Where the hell do you do your rock climbing, girl, that you come to me later, all, 'oh, by the way, Ripley, honey, I need it to be lightning-proof'?" she demands incredulously, picking up one of the webshooters and wrinkling her nose at the smell of burnt fabric that wafts up from it.

"I genuinely have no idea how to fix it," Gwen confesses. She's gotten pretty adept at the minor repairs, the smaller damages that come from very active wear, but she took one look at this and immediately called Ripley.

"Well, lucky for you, I'm pretty good at tinkering."

"And someday you're going to have to explain to me how that is. How did two hippies raise an inventor who works in a geneticist's lab funded by the most bureaucratic corporation in the entire city?" She means it jokingly, but Ripley, oddly, just goes quiet. When Gwen glances over, she looks uncomfortable and a little guilty. "Hey --" she tries, but Ripley cuts her off.

"I'm going to get to work on these." Her tone turns acerbic, "I swear, Gwen, if I ever need to get anything test run for bizarre circumstances in the future, you're my go-to girl. _Lightning,_ I swear to God …"

That week, Midtown Science decorates an entire hallway by hanging up a banner that lists every graduating senior, their academic standing, and all the colleges they got accepted to. Once the message had well and truly sunk in, they followed it up by rounding up all the juniors before B track to assign them a seminar on choosing a good college, because it was almost May and didn't they know that most college applications were due by January?

So Gwen came out of that feeling about ten times more anxious about her future than she already did.

She isn't really surprised, either, when she climbs in through Peter's window later that week with her chemistry textbook and a hook coming loose from the back of her mask and finds him with a college catalog open on top of his keyboard. The two of them are the most academically-minded out of MidSci's entire junior class; he's probably as anxious as she is.

"I fixed your gloves," he says without looking over, and points with the end of his pen. "Try not to get hit by lightning again, okay?"

"I'm never going to live that down, am I?" Gwen comments to nobody in particular. She walks along his wall, careful not to step on the posters or knock any of his photographs askew, until she's suspended above his desk, trying to catch a glimpse of a name on the catalog. "What's that for?"

He doesn't hesitate. "Fashion school in Columbus."

"Columbus?" she blinks. "Like, Columbus, Ohio?"

"The tuition is more in my aunt and uncle's range than anything in-state," he says without shame.

Gwen nods, but just to make sure, "Ohio, though?"

This time, he does look up, craning his head all the way back, pen cap poking out of the corner of his mouth.

"Hey, now," he goes, mock-defensive, watching her settle in a crouch with her back against his ceiling and her chem book held against her chest. "Don't be an elitist. Ohio's a powerhouse. Four of America's top twenty design schools are in Ohio, compared to just three in New York. And also, did you know that a third of all the astronauts in NASA's history have come from Ohio?" She lifts her eyebrows, and he shrugs easily, "You know, in case I want to keep my options open. Maybe fashion isn't my thing."

"Do you think it'd be hard?" she asks. "Being a dude in a predominantly female-oriented field?"

He snorts. "If you think the majority of today's top fashion designers are female, you are grossly underestimating how much society wants to keep women from earning any money or prestige."

She tips a shoulder, because point.

She doesn't follow it up with any more questions, and only then does he start to look a little self-conscious. He flips the catalog shut, pushing it aside and saying with a studied air of dismissiveness, "Maybe it's too early to think that hard about the future."

It startles her into laughing. "Peter, we tested into one of the most competitive high schools in Manhattan. It rejects 70% of its first-time applicants," and he rolls his eyes back at her, because that's something Midtown Science likes to remind them at every opportunity, like pointing out how privileged they are to even scuff the hallway floors is going to make them any less reluctant to go to pep rallies. "Our futures are the _only_ thing we've been taught to think about."

"Ugh," he shoves his chair back, scratching at his collarbone. His shirt has the album cover for Led Zeppelin III on it, faded to look like he inherited it from a cool uncle, except Gwen knows for a fact that shirt came from the men's side of Target. "You're a bundle of cheer. Why do I keep you around, exactly?"

"Because I eat your aunt's meatloaf," she deadpans.

"And _thank_ you for that. Speaking of, I'm going to microwave something. Do you want a burrito or anything?"

"Yes, please."

"Cool. Two?"

"Four."

"Geez."

"Hey," she scowls at him over the top of her chem textbook, politely ignoring the way he dimples at her. "Do you know how adept humans are at energy conservation? _You_ may not have to eat every hour of every day, but I'm not as human as I used to be, so I need more fuel."

He holds up his hands in acquiescence, backing from the room. She listens to his feet go pounding down the stairs and stretches out her senses out further, trying to locate his aunt and uncle in this space, if they're home. Then she refocuses on her textbook. She's read the same paragraph three times.

The busiest part of the day is the hardest part of the day for the spider, which is why, more and more often, Gwen finds herself spending late afternoon in Peter's house in Astoria: it's quieter in the suburbs; fewer noises, fewer people, less of the bright lights and fast movements that bombard Gwen's hypersensitive spider senses at home. She's sure someday she'll be able to sort it all out and it won't be such a problem, but in the meantime, it's just nice to be able to swing across the bridge. (If it's raining, she'll take the subway. She _has_ learned her lesson, Ripley, thank you, and besides, it's _hilarious_ when she's in costume.)

Peter leaves his window open for her, and they'll talk about how much they enjoy the way Ms. Ngiwidi does European History and how confusing Mrs. Schultz's formula for valence electrons is. She watches him reorganize the debate team photos for the yearbook, letting him tell her about the bolt of chiffon the color of spring lilacs that just went on sale, and although they're always telling you that you shouldn't plan a whole outfit around the incorporation of just one part, he _wanted_ to.

He comes back with a plate that he keeps shuffling from hand to hand, clearing having underestimated how hot it'd be.

"Hey," he goes, when she descends upon him from the ceiling with the ravenousness of … well, a spider. "You live in one of those high-rises in Midtown, don't you?"

She stills, burrito in hand. It's soggy in the middle and cardboardy at the ends, and she eyeballs him warily.

"Yes?"

"Would it be all right if I came over sometime to take pictures from your roof?" He picks up his camera by the strap to demonstrate. "I haven't practiced taking landscapes in awhile, and I kind of want to see what kind of skyline view you get from your building. It must be pretty great."

"Oh," she relaxes, and bites on the end of her burrito. She gets nothing but tortilla, of course, and stodgily chews through it. "Sure!"

 

-

 

She realizes, kind of too late, that Peter's never actually been inside her building before -- a status quo that Benny, the doorman, seems pretty intent on preserving.

"Well, that shaved about three years off my life," Peter remarks in the elevator. "He's scary."

"Yeah, I think he used to be a linebacker for some university in Hawaii, back in the day. I would reassure you and tell you that he's perfectly nice, otherwise, but I'd be lying." He'd always been nice to her, at least. On the few serious attempts Gwen made at running away before her parents let her have the room with the fire escape and she lost interest, Benny let her hide behind his desk and watch Sesame Street on the monitor and lied when her parents came by to ask if he'd seen her. Looking back, it had probably all been quite elaborately staged, but at the time, it had gone a long way to earning Gwen Stacy's lifelong trust.

She keys them out onto the roof and shows Peter the community plot where tenants are allowed to plant gardens in allotted squares. "There's ours," she points it out. "We always do that in the spring."

"It _is_ spring," he feels the need to point out.

"The end of my nose begs to differ," she mutters back, because it's _cold_ up here. Granted, she's pretty used to the high-altitude chill by now, and with the suit on underneath, she's wearing enough layers that everything's warm except for her face.

Peter reaches the railing and leans out, whistling in admiration. She squirms, pleased and a little self-conscious, trying to ignore the part of her that whispers that she's done nothing to deserve this million-dollar view.

"I didn't realize a commission with the NYPD was worth this," he pulls back to say, hunching his shoulders against the wind. "Maybe I'm considering the wrong career field."

Gwen smirks, because that's a mistake she never gets tired of people making.

"Oh, no," she corrects. "My mom's the breadwinner. She's a lawyer. She makes twice as much as my dad does. Without her, we wouldn't be able to afford this neighborhood and we definitely wouldn't be able to afford our apartment."

"Oh," says Peter, in the tone universal to all those who had just put their foot in their mouth in a spectacular way. "Sorry, that was --"

"Ingrained sexism, I know. We get it a lot."

They lean against the railing together, and the silence stretches for a beat before he jolts, swinging his camera bag around to the front of his body. He unzips it, and it takes a moment for Gwen to realize why it doesn't look right.

"Is that a different camera?" she asks. "What happened to the one you bring to school?"

"Oh, umm …" He ducks his head sheepishly, searching the ground at their feet like he's going to find the answer down there. "Oh, god, you're going to judge me pretty severely in three … two … I don't actually do a lot of real work with that camera. It's not really practical. But whatever, it's literally the only cool points I have with the student body, and even then, it's mostly from the stoner crowd who think it's like, super down to earth that I have a camera with developing film, but hey, I'll take my cred where I can get it. Ah, crap," he mutters, checking the display. "Card memory full. Here, can you hold this for a second?"

"Fashion designer or fashion photographer?" Gwen asks, holding the camera for him as he goes digging for another SD card.

"Sorry, what?"

"Which would you be more interested in doing? Like, studying in college or whatever?"

He doesn't answer for a beat, setting the case down on top of his shoes and reaching out for the camera, which she passes over carefully; it's heavy, and if there's anything Gwen learned from Jurassic Park besides _don't be a lawyer,_ it's that if it's heavy, it's probably expensive. "I don't know," he says finally, clicking the new SD card into place. "I haven't really … looked," and he sounds so serious about it that Gwen stops and regards him for a long moment; the bent angle of his head, the flutter of his bottom lip as he chews at the inside of it.

She steps in close, saying, "Well, can't you be both?" It earns her a startled smile. "I mean, who says you have to be fantastic at just one thing? Be mediocre at a dozen things!"

"Are you calling me mediocre?"

"Shut up, you know what I mean."

"Yes, well," he slings the strap over his neck, and snaps a picture of her before she notices. "The same goes for you, too."

Gwen checks the corners of her mouth, for -- what, she doesn't know, but part of her is convinced that whatever Peter just took had to be horrible, though she isn't sure what she would have done if she'd been given a moment to prepare. She thinks about deflecting the comment, turning it glib ("my parents want me to be a brain surgeon, Ms. Ngiwidi wants me to go into politics, and I want to be Spider-Man, I don't have _time_ to be mediocre,") but let's be honest, Gwen's been an overachiever since the day her mother let her hold her baby brother for the first time and told her that she had to be very careful, she was responsible now.

"Thanks," she says instead, with an honesty that burns at her mouth on its way out. Peter smiles back.

There are a couple lawn chairs that some other tenet had dragged up here, so Gwen brushes one of those off and settles into it, drawing her knees up to her chest and watching Peter play with the display, peer through the viewfinder once or twice, and then go back to the display again before ever actually taking a picture.

He seems pretty engrossed, but she finds herself asking anyway, "Did you always know this was what you wanted to do?"

He thinks about it.

"I guess," he admits. "When I was little, I probably wanted to be the whole usual spectrum of things, but yes, I guess I did. I mean, I wasn't very vocal about it until," he waves a hand at her. "Until you really made me realize how important it could be. Although I guess if it doesn't work out, I can always go into science. I like science."

"You like science," she echoes, amused by the completely blasé way he'd said it, like he'd announced a preference on a flavor of ice cream. Then again, Gwen's social circle consists of people like Ripley and Dr. Connors, who have never been anything except Bill Nye batshit about science their entire lives, so perhaps her perception is a little skewed.

He nods, shooting her a grin. "Science is cool." He opens his mouth like he's going to say something else, then changes his mind, shaking his head and diverting his eyes.

"What?" she goes, suspiciously.

"Nothing," he says too quickly. He bends his head to the viewfinder.

She waits him out, and he eventually surfaces again, half-turning in her direction but still aiming his voice at some point half-way between him and her chair.

"Just. I was going to ask your opinion on dresses, but that seemed silly." She lifts her eyebrows at him. "Just!" he says again, and this time he really is addressing the concrete between them like he can't look directly at her, like she's the setting sun at his back and she'll blind him. "Like, I was thinking of what I'd make for you that wouldn't incorporate, like, seven yards of spandex. As, like, a scientific thought!"

"Oh, really?" she goes, wry.

His ears are very red, and the color of it spreads as fast as blood down the collar of his shirt. "I'd go for a dark blue, or a violet," he presses on. "Modern, because you've got that Daft Punk hair --"

Gwen flattens her bangs self-consciously.

"No, don't, it works for you! And then I'd add something of the city to it," he nods out at the view. "Twilight on 42nd street, maybe. If I could make that work, it'd look really cool, don't you think?"

He smiles at her, forgetting to be shy about it, all teeth and dimples on display, and for the first time, Gwen thinks about kissing Peter Parker. 

The thought blindsides her, and she finds herself considering his mouth the same way she'd consider a fifty-foot drop off the belltower of a church. Quite academically, she thinks, _it'd be nice,_ and then pillows her head on her arms, blocking out the light and drowsing off to the buzzing drone of the building beneath them and the steady click of Peter photographing the way the sun sinks past the Manhattan skyline with a carmine-colored sigh.

After he's done, she takes him back down the elevator to her floor so that he can meet her family. While they don't make quite the scene that the Parkers did, her mother is clearly thrilled to see a boy who is not Flash Thompson following her only daughter through the doorway. This dampens somewhat when Philip immediately recognizes him from the skatepark, but Gwen visibly sees her mother shore herself up and tell herself that anything is better than Flash Thompson. It's pretty great.

Then Howie slides into position next to her and says, too low for Peter or their mother to hear, "How did I know you'd make a great fag hag someday? _Ah!"_

" _Gwen,"_ her mother protests in a long-suffering way.

Gwen, too busy shoving Howie's face into her armpit, doesn't answer.

She shows Peter the fire escape that leads straight up to her window -- "you know, just in case you don't feel like dealing with Benny next time," and he says, "ha ha," without humor, craning his neck to peer down the twenty story drop to the ground. While he's doing that, she wakes her desktop out of sleep in order to check what kind of batshittery has been Tweeted to her today.

She glances back over her shoulder, and finds herself looking into the fisheye lens of Peter's camera just as the shutter clicks.

"Peter Parker," she objects. "I'm starting to think your uncle might not have been lying to me. Do you have my picture on your computer?"

He just bites his lip at her, unabashed, and then says, far too innocently, "You know, the Daily Bugle is offering a substantial reward to the first person who sends in a hi-res close-up of Spider-Man."

"Oh! Well, in that case," she turns and tosses herself onto her bedspread, bouncing a little bit like a kid before striking a come-hither post. She laughs at the look on his face. "Go on, Jack," she goads. "Photograph me like one of your French girls."

"That's not --" he starts helplessly, but doesn't seem to have any better idea where that sentence was going than she does, because he just disappears behind the camera again, adjusting the zoom.

Gwen is enjoying this far too much. "Wait!" she goes, on sudden inspiration. She sits up and starts to unbutton her cardigan, as over-the-top provocative as she thinks she can do with a straight face, before dramatically throwing it open to reveal --

The shirt on underneath, because fuck you, it was cold up there.

"How many layers are you wearing?" Peter asks, amused, peeking at her over the top of his camera. "Because I know you've got the suit on underneath --"

He stops, because that's the moment her mother appears in the doorway.

She looks at them.

They look at her.

Her eyebrows lift. "Honey," she says, in her best, _I'm not judging you, sweetheart, but I might be judging you a little_ voice. "Can I talk to you?"

Chagrined, and cursing herself for having not sensed her approach, Gwen slides off her bed, fumbling to get the buttons of her cardigan done up again.

"Oh, come on," she whispers to Peter as she slips past him, because he seems to be trying to achieve mortified symbiosis with the wall; sometimes, she thinks, he really does act more like a spider than she does, and he's not even the one with spider DNA. "That's worth at _least_ fifty bucks."

 

-

 

The next night, after dinner, Gwen goes into the kitchen to put the kettle on, standing in the half-dark and stretching her arms above her head to try and relieve the ache across the wings of her shoulders. She'd startled a little old lady in the Bronx, who, in turn, struck her clean across the back with a tire iron. It hurt. Gwen is not used to 70-year-old women hitting her with tire irons.

She's filling the hot water bottle when she hears her father say from the next room over, "I think we have a rogue in our department."

It's meant for her mother's ears only, but Gwen caps the hot water bottle and tucks it into its pouch (shaped like a snuggly lamb, because they all devolve into small children seeking comfort when they're sick or injured) and lingers by the breakfast bar.

Her mother rips an envelope open. "Honey?" she prompts, worriedly.

"It's not as uncommon as I'd like to think," her dad says with great reluctance. "Once the shine of the badge wears off, the men get restless -- _ow,_ I know we have women on the force, too, quit jabbing me, that thing is sharp, I meant 'men' in the general sense. They get restless because they've put in all this work and there isn't a noticeable change. Things move too slow. I'm worried one of them's gone vigilante."

"You think one of your rookies is Spider-Man?" her mother returns, and Gwen doesn't have to see them to hear the raised eyebrows in her tone. The sofa creaks, and another envelope rips to a distracted mutter of, "Oh, God, what do these people want?"

Her father heaves a sigh. "I think one of my rookies is Spider-Man," he echoes.

"Okay, but can you imagine one of your rookies in a spandex suit?"

"I don't know what else to think! He leaves people with very long rap sheets cocooned outside _our_ precinct, no other, and there's been more sightings of him in this area than any other precinct in the five boroughs." _Oops,_ Gwen thinks with a grimace. She hadn't given it much thought, just brought criminals to the W 54th St building like a little kid bringing home artwork for the fridge. "It would account for how he's so knowledgable about our movements, and how we operate."

"George," her mother says patiently, in what Gwen likes to think of as her lawyer's voice. "Spider-Man, though?"

"There's no _pattern,"_ he bites out with frustration. "To the type of people he brings in. I'd almost feel better if we could say for certain that he was profiling a particular kind of person. That way I could write him off as someone with a vendetta, but he's unpredictable, and that's even worse. I just have a bad feeling about him," and Gwen's teeth scissor into her bottom lip. She wouldn't have gone so far to say that she felt she had her dad's approval -- she knew she wouldn't, hence the mask and the secrecy, but that had always been because she was his seventeen-year-old daughter and he didn't want her out on the streets, and not anything specifically to do with how she did things. "But I can't do anything about it."

"He's an acrobat in a funny suit. He's an Internet meme. Surely he's not a threat?"

"He is if he's one of my cops gone rogue," her dad says grimly. "The law is there for a reason. If one person starts operating outside police jurisdiction, then what's stopping everybody from doing the same? The law _is_ this country's justice system -- we can't have alternative justice systems operating simultaneously. Everything falls apart. The more popular he gets, the more Spider-Man becomes a problem."

Swallowing hard, Gwen tucks the snuggly lamb against her chest and doubles back towards her bedroom before she can overhear any more.

 

-

 

A warrant is issued for the arrest of Todd Rabin on a Tuesday, after a third victim lands in the downtown hospital with the same pattern bruises as the two that came before her. She gives the responding officers a similar profile; white male, 5'8", likes to flatter and sweet-talk until the second he doesn't have to anymore, and then it's all name-calling. After all, one rape is unfortunate, two is a coincidence, but three -- three means that no matter how much the police want to dismiss it and blame the woman for what happened to her, three means they've got to pay attention.

Gwen hears about it at school. MJ tells her in the lunch line.

"My dad doesn't want me to go to practice tonight," she says, picking up a tray and grimacing at the not-quite-dried condensation from the dishwasher that runs down her wrists. There's a distinct curl to her lip that tells Gwen what she thinks of her dad telling her not to do _anything._

"… because he woke up this morning deciding he hated all liberal arts?" Gwen hazards.

"Oh, well, that too. But no, apparently there's a rapist that's been targeting showgirls from our theaters while they're walking home at night. They sent out a warning yesterday."

"Jesus. What are you going to do?"

MJ shrugs and makes a face. "I don't know. Carry mace? Travel everywhere in groups? The usual stuff we already do, I guess. I mean, nothing's really changed -- it's just gone from likely threat to definite threat, that's all."

In addition to being in the cast for the school play, MJ works stage crew for a production called _The Whistler,_ which is going to show at one of the low-end theaters in Greenwich Village, the kind that seems to operate purely on vitamin water, matchsticks, and the hope that someday it'll see the light of Theatre Row. The shows in Greenwich are the ones mostly produced and frequented by college undergrads with no discernible taste but the occasional startling vision. MJ, of course, is in love.

That night, Gwen makes a point of visiting Greenwich as Spider-Man around the time she thinks MJ's practice will get out.

She does it again the next night, and the night after, and then the night after that, MJ comes out onto the street and stands under the gargoyle that Gwen has made her perch and calls up, "Hey, Spider-Man! Why don't you come inside? It's raining."

Gwen glances up and down the wet, iridescent street and thinks, _This is probably a bad idea._

Then she drops soundlessly to the pavement and MJ takes one look at the rain-soaked patches on her suit and says, "You big goof," with an immeasurable kind of fondness in her voice, and it's not a bad idea, it's just MJ.

As far as Gwen can tell, _The Whistler_ seems to be about a lot of sad saxophones and a mysterious serial killer who whistles after he commits a murder. Over the next several nights, all of which are long practices, Gwen sees it develop; sees the 1940's noir costumes come together cohesively, and genuinely gets involved in the lives of its actresses -- _The Whistler_ has an all-female ensemble, despite having male characters in script -- and the rest of the crew.

"Everybody, this is Spider-Man!" MJ introduces her on the first night. "He has elected himself our security guard until the cops catch this rapist dude. And no," she preempts a question from a skinny Latina woman sitting in the front row, who has a peacock feather tucked into the hatband of her fedora and her hand half-raised. "You may not take a picture of his butt. The Daily Bugle says they don't need any more of those."

"Damn," says the woman.

So Gwen spends those evenings helping the cast and crew rearrange sets, complete riggings, position lights -- basically all the heavy lifting they think they can get away with asking her to do. She weaves together a trampoline-sized web for the kids (and several of the older women) to climb on when they get bored, and the two youngest actresses she sticks to the wall and then pretends she forgot where she put them, looking all over the set while they giggle helplessly from their cocoons above her.

In exchange, they promise her a ticket to opening night.

"You have to come!" MJ protests, when she tries to politely decline, thinking that's something she'd much rather do as Gwen Stacy than as Spider-Man. "It's the least we can do, Spider-Man, honestly."

And then, two nights before dress rehearsal, somebody else finds Todd Rabin first.

"Hey!" Gwen yells. She cuts the web she swung in on and lands on the closed lid of the nearby dumpster. "What are you _doing?"_

The man stops and looks at her. Then, deliberately, he looks from the socket wrench in his hand to the man on the pavement, who is 5'8", 215lb, with a swollen, broken excuse for a face and hands yanked together and pinned into place with zip-ties. He's not upright anymore. There's a lot of blood.

"What does it look like I'm doing?"

"You can't do that!" Gwen cries, horrified. 

The man gives her a deeply unimpressed look. Without even bothering to reply, he turns, lifting the wrench and easily bringing it down across Rabin's head in a clean, vicious blow. The wet noise of it flinches across Gwen's senses.

"Stop!" She aims and fires a strand of web at his hand, yanking the wrench out of his grip.

He sighs at his empty hand and finally faces her directly. He's bigger than Rabin, his stomach a solid mass of muscle pushing out through his t-shirt, and he's got big hands that look like they were made for bringing wrenches down against people's heads. Nappy hair divides his scalp neatly into two.

"Do I gotta spell it out for you, Spider-Man?" he says impatiently. He gestures at the crumpled, tied-up heap of a man that's Rabin. "My big sister was his third victim. Or, at least, the third one to _report_ him. Lucky numba three," sarcasm pulls itself out of him like it's tearing itself out by the roots. "Violence had to happen to her 'fore the fucking cops finally took it seriously. And then whatta'they do? Hand out flyers, tell women what actions they gotta take to make sure that he rapes somebody else instead of them? They can't find him? Hell, I found 'im!"

"So take him in to the precinct!" Gwen begs. "Beating him to death -- that just gets _you_ in trouble, not him! You can't solve violence with violence!"

"Oh, yeah?" His eyebrows jump up. "Then please, God, tell me what else I can do. Because nothin' else seems to be working. You want us quiet, we been quiet. You want us fooled, we been fooled. You want us to follow the rules, we did that too. And white men still rapin' our sisters."

"You --" Gwen tries, but he holds up his hand to forestall her.

That's all. She can take him, she can take seven of him, she knows she can, but he holds up his hand and she stops.

"That's better," he says. He lifts his chin. "I don't know why a white guy like you thinks he can come down here and tell us poor colored folks how we can and cannot keep our streets safe -- no, that's a lie, I know exactly why."

She doesn't ask how he can tell her racial demographic through the mask; she probably couldn't sound whiter if she tried.

"Now let's try something new. How about you start _listening?_ That's half the problem -- ain't nobody listening, so ain't nobody that helps a brother the way he needs to be helped. There's a responsibility on _both_ sides. I appreciate what you do, don't get me wrong, but maybe you could come down sometime and talk to us, eat with us, learn our problems, instead'a just swingin' in thinking you got everything figured out already."

Feeling eight-legged and very small, Gwen looks at the trussed-up man on the cement.

"I'm not going to find him in a body bag, am I?" she checks, and her voice comes out of her frightfully young and sounding a little lost, even to herself.

His face softens.

"No, Spider-Man," he tells her. "But you need to trust us to keep our own safe, too."

After that, Todd Rabin is never seen or heard from again. The police keep his headshot on display in the bullpen for a month, before an office aide bumps into the pin holding his flyer up and he slips underneath the copy machine; the aide picks the pin up, takes one look at the hair and dirt caught in the machine's wheel tract, and hopes that whatever that was, it wasn't important. 

Gwen keeps visiting the theaters all the next week, nervous and unsure what to tell them, but the girls make it hard to stay keyed up for long, always laughing and calling her down to hang out with them between takes. She answers a lot of weird, biological questions (no, Crossondra, she has no idea how she's going to breed, yes, she's pretty sure all her human reproductive organs are still in their correct places, no, she isn't interested in finding out, oh, god, stop flirting, Gwen is flattered and uncomfortable and she's going to say something stupid in about three seconds -- oops, too late,) and once, when rehearsal gets cut early due to a kerfuffle between the director, one of the lead actresses, and her understudy, MJ and a couple of the other crew invite her out with them.

"Come on!" goes Melody, a very short girl with freckles the same burnt autumn color as her pixie-cut hair, looping their arms together. "We'll be your posse!"

They cut through Washington Square Park, heading uptown and eventually winding up cruising Chelsea Market, which is something Gwen figured groups of girls would do when going out with each other but had never actually personally experienced for herself. She supposes it isn't quite the same, either, since they call her "Spider-Man" and never quite forget she's there and act delighted when tourists stop to ask for her picture. A couple even try to give Gwen money, thinking she's a street performer, which MJ gladly snatches from her and then, when they come across a vendor selling a bouquet of blue-and-red carnations arranged in the shape of a Spider-Man mask, they all chip in to buy and hand over to Gwen with great ceremony.

Gwen holds the bouquet in one arm and wraps the other around MJ's shoulder while Melody lines them up on MJ's phone and snaps a picture, and she studies MJ's face out of the corner of her eyepieces and thinks, _You are just human. A human with human strength and human senses and there's a rapist stalking theater girls and you're out anyway, laughing and taking cheesy pictures. How are you not afraid?_

 _Or are you?_ she thinks, when MJ darts out to pull her phone from Melody's hand and checks to make sure the picture's acceptable.

 _Are you afraid? All the time? It's hard enough being a teenage girl even_ with _superstrength and hypersenses. I can't imagine how brave you must be, every day of your life, without them._

"Thanks, Spider-Man," MJ says, hugging her quickly around the shoulders. 

_And I don't think you even realize it._

Twenty minutes later, she has to break up a fight between an unsuccessful pickpocket and his potential victim, and hands over the carnations with a sigh.

"You kick his ass, babe, we got your flower," MJ says solemnly, and Gwen laughs and throws herself into the fight.

And the next time she finds herself standing at the bottom of the Youngs' apartment steps and Rasheel tugs on her hand and says, "Do you want to come up for a snack?" Gwen thinks, _this is your city,_ and answers, "Yeah, Rasheel, I'd like that a lot." They have a mango that their mother sliced up, salt-and-peppered, and left in the fridge for them, and slices of bread that they break apart, pill up into little rolls, and dip in sugar, and Gwen takes great pleasure in squirreling the food away without actually letting them see her eat it, which makes Jamal laugh and frustrates Rasheel to the point that he pounces on her, hitting her shoulders with his fists and demanding, "How are you doing that! How are you doing that!"

That Wednesday, she catches Ms. Ngiwidi in her classroom during the lunch break because she needs a teacher to sign off on her drop slip. It's just a formality, and Gwen isn't expecting it to take long at all, so she's a little put out when Ms. Ngiwidi sets her wrap down and says, "Have a seat, Gwen."

Gwen has a seat.

Ms. Ngiwidi plucks up a napkin, wiping her mouth with it and frowning down at the drop slip. Her mouth purses as she contemplates and dismisses several conversational openers. Gwen glances at the clock, trying not to feel resentful.

"I thought you liked the debate club," she decides on, looking up at Gwen with a concerned furrow between her brows. "In fact, I was under the impression that you're one of its star members. But you want to drop it?"

Gwen nods.

"But --" this seems to baffle her. "But why?"

"I've been consistently late to every club meeting for the past two and a half weeks," Gwen points out. "And while I'm grateful for all the time I've spent with the team, I don't have the time or the energy to commit to it anymore, so rather than continue to be an unreliable participant, I've elected to drop."

Ms. Ngiwidi listens to this speech. Then she says, still in that same bewildered tone, like she can't possibly imagine what's going on in Gwen's life that could possibly take priority, "But there are only a few weeks left in the semester." And less time than that until regionals, yes, Gwen's aware. "Are you sure this is what you want to do?"

Is Gwen sure that she'd rather spend time making the Young brothers feel safe in their own neighborhood than she would passive-aggressively competing with Kevin the "make me a sandwich" guy?

"Yes, ma'am."

Ms. Ngiwidi sighs, and signs the drop sheet.

Her parents don't really take the news well, either, and aren't satisfied with the pale justifications that Gwen hands over when they demand them; whatever excuse she can think of that isn't, _because I'm Spider-Man! Sorry!_

The worst part about being an overachiever, Gwen has found, is that people always assume you'll be willing to do more. When really, you're already working at 110% to get done all the things you've already got on your plate, and no, Dad, you don't have "just a minute," and, no, Mr. Ramirez, you don't want to volunteer for this competition although yes, it looks like fun, and somewhere along the lines, someone throws "I thought you'd be more dependable than this" and it breaks you like someone had dropped you to the floor like a glass ornament.

At work, Ripley reaches across and rubs a hand along her back, saying, "Yeah, but you know how it is for girls like us, Gwen. Someone once told us that we could do anything, so we took that to mean we had to do everything."

Dr. Connors comes around behind them right then, peering at his clipboard through his bifocals and already speaking. "-- is this the station that reported twice the usual aggression markers in the serum simulation for Fred --"

He stops, finally spotting the look on Gwen's face.

"Gwen?" All the impatience falls away from his voice, leaving just the fatherly note that endears him to her a little bit, even when she mostly just wants him to go away. It's getting harder and harder to keep all the lies straight when everybody gets so _concerned_ all the time. "What's wrong?"

She opens her mouth to deliver the easy lie, but Ripley beats her to it. "She's got too much on her plate, so instead of going postal and shooting everybody the way most people do at this stage, she dropped out of debate club, only now everybody's trying to guilt-trip her for it, so it's having the opposite effect on her stress levels than she'd hoped. Also, her school's now shit out of luck if they hoped to win a trophy against Stuyvesant."

"Thanks, Ripley," Gwen says, muffled from the desk.

"Anytime, babe."

Dr. Connors doesn't say anything for a long moment, not even to reprimand Ripley on her language, and it's the kind of silence that prompts Gwen into looking up. He meets her eyes steadily and tells her, "For what it's worth, Gwen, you should _never_ feel guilty about doing what is necessary to protect yourself. Your mental health is the priority here."

"Thanks, Doc," she says with some surprise. When she'd imagined the corners she'd get support from, she hadn't really been imagining Dr. Connors would be one of them.

He smiles, and as he turns away, she catches a glimpse of something that looks like road rash on his neck.

 

-

 

Between her mother's job and her father's job and the kind of hours they work, not to mention Gwen and her brothers and the various extracurricular activities they're involved in, family dinners are usually regarded as highly mythical, highly elusive creatures. So when one finally does come around, they make a whole production out of it.

They dress up; skirt and nylons for Gwen and her mother, a suit for Howie, nice slacks and little ties for Philip and Simon. There are courses. Everyone's expected to say "please" and "thank you" and "pass the" and nobody's allowed to fart. At least, not loudly. Sometimes, there's even fish.

Tonight, Gwen's aunt from Staten Island is visiting, so there's branzino and the whole "we have guests" performance that they're putting on, reporting their individual academic and social progresses for Aunt Opal to cast comment upon. The debate team debacle is carefully avoided.

Gwen's already on edge from being expected to both help her parents in the kitchen and also to keep the boys out of their hair, and half-way through salad, a steady wail of a siren starts up outside, thin and distant. It's joined by two more that quickly fade as they race on by, and Gwen's father tries to be casual about the way he's checking his phone under the table. Gwen's wrists ache with the phantom weight of her webshooters, tucked in their shoebox in her bag.

Then, as they're poking at the complicated array of steamed vegetables and fish, it prompts Aunt Opal into asking what, if anything, Gwen's father is doing about the Spider-Man "problem," and Gwen's night gets progressively more trying from there.

"I was thinking," she cuts in smoothly, setting her fork down and addressing her father. "Of applying for early acceptance to NYU. Dr. Connors and Sergeant Butler have both agreed to write recommendation letters to their criminal justice department for me. Then maybe the police academy after that."

A ringing silence greets this announcement, the kind Gwen can _hear_ somehow in the depths of her ears. Even her brothers stop eating to watch them the eager intensity of kids who are certain that violence is imminent.

Her father wipes his mouth with a napkin, chewing at the inside of his cheek before saying, "Okay."

"Okay?" Gwen echoes, startled.

"But only after you become a brain surgeon. A famous one," he adds, trying for stern and missing it by a mile; the corners of his mouth twitch.

"What about your _boyfriend?"_ Howie drags the word out mockingly; Aunt Opal's eyebrows arch.

"Peter?" she blinks, and then scowls when he crows triumphantly, because _no,_ obviously, but she can't think of who else he might be talking about. They gave up teasing about Flash ages ago, because Flash isn't the kind of person you tease unless you want to spend the rest of the day with a jock strap holding your nose into a semi-permanent pig position. And Miles would be statutory rape in half the states in the country, and the other half aren't states Gwen would want to live anyway. And that pretty much sums up the number of boys Gwen sees regularly. "Um," she continues. "His aunt and uncle want him to stay nearby -- but I think Parsons is out of his price range. He was looking at schools for fashion design in Ohio, last I checked."

Howie snickers, and with sudden clarity, Gwen can tell where this is going, so he only gets about half-way through a sneered, "are you sure he's not your _girlfriend?"_ before she has his middle finger in her grip, yanking it back towards his wrist just to hear him yelp and twist up out of his chair to relieve the pressure. 

Her mother barks, "Gwen!"

"The fact that you think making clothes is insulting says more about _you_ as a man than it does him, don't you think?" she tells him, firmly and pleasantly, and then, when her mother gives her a deliberate look, she lets him go.

He eases back into his seat, ears a dull red and his eyes downcast. He rubs at his hand with the other and mumbles resentfully.

Gwen sticks around after dinner, partly because she's expected to and partly because her dad doesn't get any urgent phone calls, which hopefully means that those were just traffic cops they heard earlier and Spider-Man isn't really needed anywhere. She's sitting on her bed, listening with one ear as her father and Aunt Opal talk in the hallway about the rising property taxes on their grand-uncle's upstate home and how he's hinting that he wants to move down to the city and what excuses they're going to use to avoid having to house him. Little Mix plays softly from her desktop; she hears the occasional hook, but mostly it's just a beat, and then there's a knock on the door.

"Come in!" Gwen casts a quick look around for anything incriminating, like underwear left on the floor or a dinner plate that's grown sentient life, but the coast is clear.

Her mother eases the door open. She's taken off her pearls and pulled on one of her father's windbreakers, the one he nicked from the squints in the forensics department because there's a childish part of him that likes walking through the city with **CSI** in big letters on the back of his jacket. She's carrying a mug tucked between her hands, her wedding ring clinking softly against the ceramic as she shifts her grip.

She settles down at the foot of Gwen's bed, and after a beat, reaches out with one hand to find the shape of her ankle under the comforter. Quietly, she asks, "Are you serious about the police academy, Gwenny-bee?" 

And Gwen, who would have been more surprised if somebody _hadn't_ come and talked to her about her pronouncement over dinner, sighs and admits, "I don't know."

Her mother tilts her head, a softness around the corners of her mouth that encourages Gwen to continue.

"On one hand, yes, but on the other hand, I don't know if being a cop is the way to do it, you know? Could I strap a gun to my hip the way Dad does every day and leave, not knowing if I'd come back? Especially if I knew someone was waiting for me?" On her desktop, the cheerful girl-power of Little Mix transitions into the familiar opening of _Get Ur Freak On,_ and Gwen hopes her mother isn't paying enough attention. Being the only girls in a family overrun with men, they share a lot of things, but a love of Missy Elliott isn't one of them.

"Honey," her mother gives her ankle a squeeze. Steam curls up off the top of her mug. "Trust me when I say there are a hundred thousand ways to make the world a better place, whatever your dad and I might have taught you."

Gwen smiles. When they were younger, and Gwen's mother had become an associate, disillusioned with everything she thought her career was going to be, and her father was just a grunt doing legwork, he used to bring her news about convicted criminals as presents to make her feel better about her own clientele, the way some men would romance with wine and candles. 

She got that from them; if you love someone, you bend over backwards to make the streets safer for them. That's just how the Stacys do things.

"So, whether it's the police academy or law school --" her mother looks at her pointedly, and Gwen rolls her eyes. "Or teaching mountaineering to retirees, or raising bees in some field in Minnesota, I promise you'll find someway to do good work doing it. You're too remarkable a person not to make everything you touch remarkable too, just by default."

"But you'd be happiest if I went to Georgetown and became a brain surgeon," she checks, just to make sure.

"I think you'd be a great brain surgeon," her mother replies, innocent.

Gwen snorts, and then, because it seems like that kind of moment, she draws her legs up so she can lean over and give her mother a fierce hug, because yeah; police academy, law school, brain surgeon, or bees, and what Gwen decided to do was strap herself into a bunch of spandex and climb up the outside of tall buildings to fight crime. Won't everybody be so proud?

 

-

 

Two days later, Gwen takes a knife to the stomach.

There's a quick silver-dollar wink of sunlight off the edge of the blade, and she has only the space of half-a-heartbeat to recognize the serrated edge, the sharp, hooked point like the end of a hawk's beak, and think, _I wonder what this will be like,_ before it sinks through the padding of her suit.

Luck, and the angle and speed at which their bodies are moving, catches the knife on the edge of the heavy vest material that Peter installed in this area for this exact purpose -- and it slides right into the narrow gap between the fabric and her own body.

It catches the bare skin directly beneath her ribs on the right side and drags through it. Metal bites deep inside of her; she can feel the knife in places she's pretty sure have never felt the light of day.

She screams. 

The pain of it is immediate and obliterates everything else.

"Oh fuck, oh holy shit," she hears the woman say, coming from directly beside her and also from a long way away at the same time. "Nicky, I think I just stabbed Spider-Man!"

"What the fuck did you do that for?!"

"I don't know, he came out of fucking nowhere, I just reacted!"

"Well, fuck, come on, we have to get out of here!"

The weight beside Gwen vanishes, and she staggers; the ground isn't where she thinks it is, and her knees hit the concrete at different times, jarring her. She throws one hand out to catch herself; the other's touching the blade, pressing around the wound like somehow that'll stop it from hurting.

"Did you get him?" the woman's voice continues, shrill. "Nicky, did you get my baby?"

"Yes, I did, he's in the car, come on!"

"Is he safe?"

"Yes! Fuck, Rosa, get the knife, you can't just --"

A hand on her back, and then the knife is wrenched from her in a manner that's somehow even more horrible than the entrance; the screaming, jagged path it takes leaving her body. She senses the vibrations of retreating feet bolting away from her at a dead run, and some instinct propels her upright: she has to give chase, those people just kidnapped a kid, and if they're allowed to reach a car without anybody catching the plates, the likelihood that anyone will intercept them halves.

Her vision blurs and telescopes down, focusing on impossibly tiny, impossibly useless things; the fabric of cracks in the sidewalk, the pattern of paint peeling off the side of a dumpster, the zig-zag path of a fly cutting through the air. A warm wetness slides against her skin, inside her suit.

She isn't going to be able to give chase like this.

She changes direction, trying to walk in a straight line and maybe succeeding at some vague approximation of it. She finds a payphone outside a Quik-E Mart and grabs onto it, balancing herself. There's blood between her toes now. The torn halves of her stomach rub together like mouths with every step.

She turns; three people are standing nearby. She can't see them, her vision's too swimmy for that, but she feels the shape they make in the air, the alertness of their bodies and the tense way their attention is focused on her. Two of them have lit cigarettes.

"Shit, man," one of them breathes out. "Shit, is that blood?"

"Do you have change?" she asks them.

Within fifteen seconds, three quarters are deposited into her shaking hand. She turns and slots them into the phone, tucks the receiver against the side of the mask. She dials.

"911," answers immediately; a man's voice, clipped and verging on the edge of impatience. "What's your location?"

"Payphone, Quik-E Mart, corner of 42nd and --"

"Lexington," he finishes for her. "What's your emergency."

"A kidnapping," she gets out. "I'm reporting a kidnapping. A man and a woman just kidnapped a boy --"

"Young boy, aged three and a half?" He says sharply. "We've gotten several reports of the same from your location. Thank you, we're --"

"The abductors' names are Rosa and Nicky," she continues loudly. "Rosa is five-foot-zero, 120 pounds, and has hair to her elbows. She's the birth mother. They have a knife."

A beat of silence is the only thing that betrays she's caught the 911 operator off-guard. Or maybe she didn't, and he's currently writing the information down, like he should be.

"Thank you," he says, still in that brusque, matter-of-fact way. "If we could get your name --"

"Spider-Man," she says, because that will have to do.

She starts to fall, finding the cradle with the phone and slotting it into place, just as her knees stop supporting her weight. Coins clatter into the return. _No,_ she thinks miserably, because she doesn't want an ambulance called, she doesn't want Peter's beautiful suit cut from her body, doesn't want her white skin and blonde hair and damnable Stacy face betrayed to people who are bound to report her identity to the one person who'd be most hurt by it.

Hands catch her before she can hit the concrete for a second time.

"Woah there," says a voice by her ear, calm and very masculine. She catches a glimpse of brown skin, curly bits of a black beard, and the edges of an ivory turban before her vision swims into fractals again. "I got you, Spider-Man."

"A little boy was kidnapped," she says, gripping at him with her free hand; he takes her weight and levels her out. "The kidnappers have a knife, I have to --"

"I can tell you've met the knife," the man continues, again with something in his voice that's so slow, still, and deep, that Gwen finds herself wanting to slow her heartbeat down to match. "But you did good, Spider-Man. Can't you hear the sirens?"

She can, in fact: the heaviness of them makes the air ripple as if a great weight has been placed upon it, pressing hard into her skin. They're very close.

"They will take care of the boy, and now you must take care of yourself. Is there somewhere we can go, Spider-Man?"

For a moment, she focuses on breathing, dragging steadying amounts of air into her lungs and exhaling them out again. Pain wails across every nerve, makes her bones shake like something's been sucked straight from their marrow, but she's breathing without obstruction, so the knife did not catch her lung. She thinks about his question, flinging her mind around like strikes of lightning, but the only thing she can land on is the one person who knows who's under this mask.

"Queens," she gets out. "I need to go to Queens."

"That we can do easily."

He shifts her weight alongside his and starts walking her down the sidewalk. She focuses on the back and forth of their feet; her red-clad boots and his bare-toed sandals, the steady wink of dusk-colored nailbeds. His jeans have a rip in the knee.

Nobody stops them in the subway. Gwen doesn't like the idea of sitting, because she is still trying to keep her wound held together with her bare hands and she doesn't want to get blood all over the subway seats, which her rescuer is patient with up until her vision swims into bug-shaped spots and he says, very firmly, "You need to sit."

"Here, Spider-Man," says another voice, and Gwen hears the shift of a grocery bag, the rip of packaging: somebody in their car has a roll of Bounty paper towels, which are laid across the seat for her. Everything squelches unpleasantly when she sinks into it, but after a few minutes of sitting with her head between her knees, her vision stabilizes again. By the time her ears are popping as the 7 takes them underneath the East River, she feels stable enough to look up and say, "Thank you."

"Don't be silly," says the man with the beard. She's attracted a small crowd of people, but thank God for New Yorkers, because they're all gathered in their seats and around the car and pretending that they don't notice her at all, like a bleeding Spider-Man doesn't even faze them. "You'd do the same for us."

It's actually one of the nicest things anyone could have possibly said to her right then.

He accompanies her as far as the turnstiles at her exit, and catches on to her hesitation immediately. "Can you make it from here?" he asks her. She tests her weight on her own two feet; everything feels sticky and weak, and she can feel the catch of fabric inside the place where the knife tore her open. It's still bleeding; she'd tried on the subway, surreptitiously, to patch it up with a web. She isn't sure how well she succeeded.

"I think so," she says, and he nods, lets her join the flow of exiting commuters, and stays standing there until she reaches the stairs and walks upwards into the daylight. He lifts a hand in farewell when she looks back.

She's made the trek to Peter's window enough times by this point that it's instinct; a matter of a couple blocks that, if she were feeling better, she'd take by way of stately old trees and powerline poles, for lack of sufficiently tall buildings to swing from. She'd felt a lot more confident stepping out of the subway, she thinks, but by the time she hooks her toe around Peter's drainpipe and levers herself through the window, she feels like the instant she hits the floor, she isn't going to move again.

This, she realizes in hindsight, is where she went wrong.

She didn't even stop to consider that her senses were telling her that Peter wasn't alone.

"Oh my _god,"_ says Miles Morales.

" _Gwen!"_ Peter's chair clatters to the floor as he launches himself out of it, catching her as she staggers the rest of the way through the window, sliding down by the foot of the bed. Bolts of cloth fall like chess pieces, and Peter knocks them out of the way, cushioning her awkwardly with his body.

"What?" comes tinnily from the desktop computer; that's Flash's voice. "What's going on? Somebody turn the fucking webcam, I can't see!"

"Hi," Gwen tells the swimming face of Peter Parker above her, lowly. "I got a little stabbed."

"You --"

She can tell the instant he registers what's transferred from her suit to his hands and the way she's still pressing a hand into her side, because his eyes double in size and scatter a little bit; panic overtakes him and he checks out. He has very, very obviously never seen that kind of blood on a person before.

"What, Gwen?" Flash's voice, again. "What about her? Is she all right?"

Miles steps closer, and Peter's head whips around to face him. There are some subvocal murmurings about the hospital, but she shakes her head at both of them until they drop it. She waits patiently while they freak out some more. They're being very useless.

"Is _she all right?!"_ Flash yells.

"I'm fine, Flash!" she calls back.

"Bullshit!"

Peter comes to a decision.

"Get her out of this," he tells Miles, slipping out from underneath Gwen as fast as a flickering fish, lurching to his feet and disappearing around the corner out into the hallway ("-- hey!" Flash snaps as Peter crosses briefly in front of the webcam. "Oh my god, Parker, fuck you.") Gwen levers herself against the wall with her free hand and bends her neck forward so that Miles can fumble with the hooks at the back of her mask.

He makes a startled noise when it slips off her head, stray blonde hairs springing every which way, matted to their pins with sweat. She sits up so that they can peel the suit down to her waist, and then she's in nothing but her sports bra and a smeared coat of blood in front of Miles Morales.

"You're --" he gets out in a tiny, trod-upon squeak.

"Surprise," she tells him.

He chews on his nails, rocking back and forth a little bit in his crouch, eyes flicking from her face down to the wound in her side and back again. The edges of it have gone phlemy, ridged with white pus like an insect that's been stepped on. Almost all of the suture Gwen had applied on the subway has dissolved, leaving only the residue of strings connecting one edge of the wound to another. Looking at it now, it's smaller than it felt when it was tearing through her skin, but it still hurts like a sucker punch.

"You know, I think I'm the only one that's handling this calmly," she remarks to nobody in particular.

"I don't know if you noticed, but you are _bleeding_ into Peter's _carpet."_

Flash's voice flies up an entire octave. "She's _what!"_

"I'm fine!" Gwen says again with a significant look at Miles, who seems to abruptly realize that explaining how Gwen Stacy got stabbed would be about twenty times more difficult than explaining how Spider-Man got stabbed. Then, "What are you guys even doing here?"

"Tutoring," Miles answers, and then jerks a thumb over his shoulder. "Well, him specifically. I just came over because he sent me here to beat Peter up and steal his chem homework. His words, not mine."

"I haven't been able to copy off of you for awhile," Flash's voice explains from the desktop computer. "And little dude is cool and all, but he can't explain like, you know, the itty-bitty shit we learn in class, you know, like, Mrs. Schultz's special formula for valence electrons, so I sent him on an errand. And what do you mean, bleeding? Why are you bleeding?"

"I thought you were learning it!" Gwen protests, indignant.

And Flash, weirdly, says, "Sorry."

Then Peter's back, carrying in one hand a wet, olive-green washcloth and, horrifying, a very large needle, threaded through to a spool cupped in the palm of his hand.

She takes one look at it and tenses up, all over. "What's that?"

"Trust me," says Peter, and only the barest shake along the edges of his voice gives him away. He edges around Miles to crouch down next to her. "I'm very good at sewing, you know this."

"On clothes, not on people! Also, you're letting him copy your chem homework?" she throws at him accusingly.

"Your priorities really have me worried," he replies, keeping his voice very mild. And, "That reminds me. Miles, can you exit out of Skype for me, please?"

" _Don't even fucking --"_ Flash starts on a high-pitched howl, but Miles is quicker, darting over to reach the keyboard and saying, "we'll talk to you later, okay!" before Cntrl+Q-ing out of the program. He comes back around the end of the bed, crouching down onto his heels and watching, nervous, as Peter takes the washcloth and starts cleaning the wound. Gwen tries to help, but it's like her hands won't go where she needs them to go, so she winds up just leaning her head back against Peter's carpeting and checking out. She barely even notices when the needle dips into her flesh; it's just a vague pinprick of pain amongst a flooding wave of it, and an uncomfortable pulling sensation.

Her eyes find Miles.

"How are you doing, kid?" she checks.

To his credit, when Miles speaks, his voice doesn't come out as small as his eyes are making him look. "Does this happen to you a lot?"

"Nah," she says. "Usually I'm pretty invincible. Small knives are my only weakness, apparently. You should see me dodge bullets."

"I have," he says blankly. "There are, like, so many YouTube videos of you doing it. I've probably seen them all. Oh my god, I follow your hashtag on Twitter _you're Spider-Man."_

A glow settles in Gwen's chest, because if Miles Morales thinks she's cool, then she has to be doing something right.

"So you know that I usually kick a lot more ass than get my ass kicked," she says. Abruptly, she frowns at the top of Peter's head. "Did you sterilize that?" she asks.

He pauses. "Fuck," he says.

For a moment, nobody does anything. Black thread connects the crosshatch of Gwen's skin to the needle in Peter's hand.

"Fuck, that was dumb," he decides.

"I have, like, Purell in my backpack," Miles offers hesitantly. "We could douse her or something. Would that work?"

 _There's a reason this is usually done by professionals,_ Gwen thinks, and drops her head back with a thunk. Weirdly, she's still wearing her gloves, but she inches her hand over and traces over the edge of the wound with her fingertips, unable to reconcile it with the idea that this is her body. This is her body, torn open: she might not heal correctly. She will probably definitely have a scar. It will definitely be ugly. She will probably always have to hide it. And isn't that such a strange thing to think: that, in the space of a few heartbeats, the geography of her body was irrevocably changed? Just like that?

"Hey!" Peter calls to her sharply. "You're not going into shock, are you?"

She focuses on him. He's rubbing hand sanitizer over his hands, and then -- carefully -- on the needle. Miles hovers over his shoulder.

"No," she says, although she wouldn't know. "I'm thinking about how I'm going to hide my stomach from my parents for the rest of my life."

"Maybe you won't scar," he says hopefully. "Maybe you're like one of those spiders that will survive even after you've squashed them -- you know, the ones that can still crawl across the table even with half their guts hanging out."

"That's flies you're thinking of."

"I feel like I'm in the middle of a _Goosebumps_ book," Miles mutters. When they just stare at him, he rounds his shoulders up by his ears and goes, "You know? That series from the 90's?"

"… were you even alive in the 90's?" Gwen asks.

"No, but," Miles sounds defensive.

Somewhere downstairs, the oven timer goes off with a shrill noise, startling them badly. Peter's uncle Ben's voice rumbles something, which Aunt May returns, her tone deeply sarcastic, and Gwen, Peter, and Miles all stare at each other. They'd forgotten.

Gwen tries to sit up, and a dozen different nerve endings start screaming at once. "I need to get home," she says blankly.

Peter's hand flattens against her sternum. "I need to finish this," he corrects, the needle a conspiratorial silver wink in his hand.

"I -- I don't have my phone. Or clothes," she realizes. Peter's hand looks surprisingly big, right there over her chest, and it smells overwhelmingly like a 99c bottle of hand sanitizer from Walgreens. Some of the blood on her skin has dried into brown flecks. She wants to scratch it off.

"You'll borrow mine." The hand moves, joining the other to resume the stitching work. "I need to keep the suit anyway, I need to -- to wash it --"

"I'll help!" Miles chimes in instantly. 

"And -- I need to wash the carpet too -- and I need to sew up the rip --" 

He's checking out again.

"Peter!" Gwen reaches out, misjudges the relationship between her hand and the space around her, which definitely feels weird -- she's accustomed to the spider-senses -- and winds up fumbling with the curve of his ear, which she folds, because he lets her. He refocuses.

"Why'd you come to me?"

There he goes again, throwing words at her that she can't predict and never sees coming. Surprisingly, she finds she already has the answer.

She takes his hand, the one that had more or less just second based her. "Look," she says. "You aren't shaking."

"Oh," he goes, surprised, looking at their hands like he'd never seen them before, and huffs out an uncomfortable laugh. "I don't feel that calm."

"I needed you to have steady hands, so you did." She smiles at him. She feels sick, and she hurts, and she desperately wants to stop hurting, and she wants to know if the cops caught the kidnappers, but despite all of that, Peter Parker is still sewing her up. "Thank you for being my steady hands."

 

-

 

She catches the clerk at the international grocer's on the corner just before they close, and buys a whole bunch of Ace bandages, because she isn't sure they have any in the apartment. The last thing she wants is to bleed through her clothes tomorrow while she's at school. For one thing, blood is horrible to try to get out of fabric once it's set (Miles texts her as such three times in one hour, and on the third time, includes a blurry picture of someone who must be Peter, keying himself into the dark, closed-up dry cleaner's where his aunt works. The text reads, _where is spiderman to stop this rampant crime!!!!_ and yeah, no, Miles is taking this like a champ, good kid,) and for another, students bleeding from scary stab wounds in the stomach is the kind of thing that gets the parents called in, and Gwen loves her parents, but they aren't stupid.

She contemplates climbing the fire escape, but both her mom and dad would be home by now and they'd know that Gwen _isn't,_ so it'd probably be less suspicious if she just walked in through the front door.

She meets her dad in the hall. He takes one look at her, eyes skipping over her baggy clothes (Peter's pants had to be rolled at the cuffs twice before they fit; the waistline, however, fit just fine, and Gwen doesn't want to talk about it,) her grey face, and the concave way she's guarding her stomach, and opens his mouth.

She panics and blurts out, "It's cramps!"

He blinks at her, and closes his mouth again.

"I'm really gross, Dad, for real, you don't want to know." She edges past him. He lets her go.

Five minutes later, he knocks on her bedroom door, carrying a heat pack and a steaming cup of chamomile tea, both of which he hands over without comment or question. And she loves him, she loves him as completely and helplessly as she did when she was five.

There's a brown paper bag sitting in her locker when she shows her face at school the next morning. Her suit is folded inside, and Gwen tests the new seam where the tear had been with a fond smile.

Flash, of course, corners her at the first available opportunity, so she shows him her stitches, pretends they totally weren't done by a sixteen-year-old in his bedroom, and doesn't quite explain what happened. A number of things cross his face, flickering there in the tight muscle at his jaw. She thinks about asking him what he'd've done if he'd actually been there in person instead of on Skype, but instead, she changes the subject and grills him on how he'd lied about his progress on Chem.

"No, I'm good," he says, when she suggests that they use their lunch break to work on it. "Parker gave me his assignment."

"He did?" Gwen blinks, thrown. "Did you _drown_ him for it?"

Flash looks annoyed. "Voluntarily."

"… huh," she says, and when sixth track puts them in the same room together for the first time that day, she grabs the stool by Peter in the Chem lab and glares at his lab partner until the poor girl puts her headphones in with a slightly frightened look.

"I see you're feeling better," Peter comments, faintly alarmed by her hostility. "Are my stitches holding?"

"Yes, thank you, and I have your clothes, I'll bring them by later. You _gave_ Flash your homework to copy?"

He looks away. She stares at the side of his face; the prominent bob of his Adam's apple, the fringe of hair that sweeps thickly to one side, the way he chews at the inside of his bottom lip before answering, his voice very low, addressing the blank notebook paper under his pencil, "He was the first to ask if you were okay. Miles and I -- but he was the first one to ask, 'Is Gwen okay?'"

Gwen turns that over in her head, not altogether sure she understands. "You're … just now learning that Flash Thompson is capable of expressing human compassion?"

"Well, he's never really expressed it in my general direction before, so excuse me if I wasn't ready to take it on faith," Peter says dryly, and then -- Peter, always Peter, throwing words at her feet too quickly for her to jump over them -- he adds, "I generally approve of people who are invested in your well-being. I'm willing to reward good behavior."

Feeling like she's been tripped, Gwen has no idea what to say to that.

The silence stretches between them, and for the first time, it borders on awkward. She feels she should say _something_ to fill it, and Peter shifts uncomfortably on his stool, drumming his notebook paper with the butt of his eraser.

"Anyway," he says quickly, like he's ripping a band-aid off something that might fester otherwise. "That's why I'm going to tolerate him. Why do you?"

"Oh," she says. "That's easy. We scored the same on the SHSAT."

Peter reacts like she'd slapped him in the face with a dead fish. "He _told_ you that?"

"His grandmother did."

The bell rings then, and Peter's lab partner starts to pull the earbuds from her ears, when Gwen abruptly realizes what she wants to say. She leans across the space and kisses the bones in his cheek. He looks at her in surprise. 

Her lips feel dry where they transferred their moisture to his face; she's never been quite so aware of them before.

She smiles at him, says, "Thank you," and hops off the stool, heading to her own station.

Later, MJ tweets Spider-Man a reminder that opening night for _The Whistler_ is that evening and she and the other girls still have a ticket for him. She's not going to lie, it's really nice to be seen and accounted for as Spider-Man and not have to do anything more strenuous than sit in a small, cushy folding chair for an hour or two, while her stomach tries to knit itself together. She's not up for any acrobatics today.

"Surely you could have found somebody else to gift a ticket to," she comments to MJ after the show, letting her thread their arms together and chorusing a good-bye over her shoulder to the rest of the crew. "Opening night and all."

"I thought about asking my friend Gwen," MJ admits readily, making Gwen startle. "But I don't know how … you know, into theater she is. She's always busy doing something, like, she's totally one of those people you fully expect to rule the world someday."

Gwen is having serious trouble wrapping her head around the idea that MJ Watson thinks she's going to rule the world.

Scratch that, she's having a hard time wrapping her mind around the idea that MJ Watson considers her a _friend._ Her! How cool is that?

"Maybe you should ask anyway," she suggests, scrambling to recover. "I mean, I think most people just like being thought of, you know?"

As they walk, MJ cheerfully catches her up on everything she'd missed since Rabin was taken care of, the little detritus of lives that continue living on after you've made your exit from them: Killigan's baby is now two months old and spends most of his time spitting up still, Crossondra just finished staking a tomato garden in her windowbox and hopes to sell salsas later in the summer, and she, MJ, is turning seventeen at the start of June. Gwen, in turn, tells her about some of the things she'd been involved with, some of which MJ already knew about -- she follows Spider-Man's Twitter, but Gwen figures that most people care about Spider-Man the same way they care about the Grumpy Cat: they think he's cool, but they wouldn't notice if he disappeared from their lives tomorrow.

It's the people who _would_ notice -- MJ, the Young brothers -- that makes Gwen want to keep putting on the mask, even when she makes that mental tally of everything that's wrong with the world and it makes her so _sick_ with the need to help. MJ nods along like she understands.

"What's the most dangerous thing you've ever done?" she asks, there towards the end of the walk. Her voice is this low, quiet thing, like she hadn't meant to speak at all.

Gwen pays attention -- people talk to the mask sometimes the way they can't talk to people, and when she looks, she sees MJ watching her from underneath her eyelashes, the way you'd watch a person wearing sunglasses, never sure if they're looking back.

She opens her mouth, having no idea what she actually intends to reply with, and finds that what comes out is, "I think I fell in love with a boy," and MJ's eyelashes flutter like she'd caught snow in them. Gwen's never had anyone like MJ, either. "Discovering him was like what Neil Armstrong must have felt like, discovering the moon, even though we all knew it was there already."

"Oh," says MJ.

 

-

 

"Hey, whatcha doing?"

"Hmm?" Gwen looks over the top of her phone. Her head's pillowed on her backpack, her glove pulled off so she can thumb at her phone in a way it will actually acknowledge, because seriously, touch screens were not invented with spandex in mind. Miles swings his legs out over open air and pulls a face at her, like he can tell just how little attention she was paying him. He'd been telling her about how the Flatiron building, built in 1922, was the world's first steel-frame skyscraper, did she know that?

And usually Gwen's all for new information, don't get her wrong, but.

"Oh," and she holds up her phone, because narcissism is trumping architectural history right now. "I'm reading a thing somebody did on the Internet."

Somehow, Miles is not impressed with this tidbit.

"I don't know if you knew this," she says, heavy on the irony. "But Spider-Man might, in fact, be a girl."

"That's shocking news," he deadpans back, and scoots across the ledge so recklessly that Gwen's stomach drops at the way his weight tips out over empty space, even as her spider-senses calmly tell her they'll have no trouble catching him if he fell. It's the only thing he's asked from her as Spider-Man, something Gwen was more than happy to indulge because hey, the Spider-Man mode of transportation is pretty fucking cool. They picked the Flatiron building because it was lower-profile than, say, the Chrysler Building, Oscorp Tower, or the Empire State Building, so they were less likely to get caught up here. "What's the argument?"

"Apparently, I apologize a lot. Furthermore, society is so focused on the act of performing masculinity that if I were _truly_ male, then I would do everything in my power to accentuate and reaffirm that assumption. The fact that I wear a skintight red-and-blue suit --" They exchange an amused look. "-- and still manage to actively encourage androgyny is the indicative marker that I'm female. A woman would recognize there's more social capita available to her for being perceived as male and thus would be less likely to correct everybody and insist on being called, like, Spider-Gal instead --"

"Spider-Gwen," Miles chimes in.

She flashes him a grin, which he can't see through the mask but probably knows is there. _Spider-Gwen._ She likes that! "-- and after all, society rewards the masculine and simultaneously punishes the feminine. Oh, hey, that's a Jackson Katz citation, I thought that sounded familiar."

"Is this article taking the Internet by storm?" Miles asks, the dryness in his voice suggesting he already knows the answer. "Is the world's perception of Spider-Man drastically changed?"

Gwen thumbs down to the comments at the bottom and barks a laugh. "No, people are pretty mad."

"Oh, no, Spider-Man might be a girl. How threatening."

"You'd think so. Oh my god," she says with relish. "Is this dude _high?"_

"Does he mention being high?"

"No, but -- oh my god, this is great, I didn't realize people still thought this."

"Well, the one thing that's pretty reliable about stoners is that the only thing they love more than getting stoned is blogging about it. Well," he says again, quick to correct himself. "White stoners." He puts a hand to his chest. " _My_ people know better."

"You are remarkably world-weary for a fourteen-year-old, you know that, right?"

He smirks. "So I've been told."

In some regards, it's like every other afternoon Gwen and Miles ever spent together, only today they're perched atop the distinct wedge shape of the Flatiron building instead of on the steps of the Met, and Gwen's wearing a skintight red-and-blue suit.

When she stops by the apartment building, landing along the rooftop ledge and jogging a little to kill her momentum, she's surprised to find there's somebody already up there. She's had a couple close calls with the tenets tending to their garden plots before, but this person's sitting in the lawn chair like he's enjoying the scenery, a skateboard tucked under his feet. He unfolds out of the chair when he sees her, pipecleaner limbs coming to land on the cement and straightening out, forcing the rest of him to follow.

She's even more surprised to find that it's Peter.

"Hey!" she goes, hopping down off the ledge. "What are you doing here?" 

A more relevant question occurs to her.

" _How_ did you get up here?" The elevator is locked unless you have a resident's key.

Peter shrugs, scuffing the ground a little bit with the toe of his sneaker. "I might have …" he falters some, and stuffs his hands in his pockets. "Climbed the fire escape."

"You …" she starts, shocked.

"Your doorman is really frightening!" he says defensively, startling a laugh out of her. "Also, I wanted to see if I could. You do it all the time, so, and you're always climbing into _my_ window, so I figured it was time to return the favor."

She pulls her mask off, slinging her backpack around so that she can zip it into the front compartment. Her gloves follow. She zips that back up, then reaches into the main compartment of her bag for her clothes, which she starts pulling on over the suit; long-sleeved white turtleneck, paired with a dove-grey vest and dark-wash skinny jeans that never liked to slide on over spandex, but she makes them do it anyway. There are only so many combinations of things Gwen can wear to successfully cover the Spider-Man suit, but she's getting better at it.

"And?" she prompts, when he doesn't volunteer any more information. She starts unpinning her hair. "What's the verdict?"

Peter steps in close, reaching up to help her remove the bobby pins in back, absently combing his fingers through each strand as it's released. The sensation shivers through her; the brief touch of his nails to her scalp.

"I," he decides, depositing the pins into her palm. "Am not the biggest fan of heights."

Gwen laughs. Her hair, usually so reliably straight, coils up around her neck, having dried crooked underneath the mask. She gives it a shake, and then she picks him up -- takes all his long coltish limbs and throws him over her shoulder.

"Here," she tells him, turning around and striding for the ledge. "We're going to take a shortcut."

"Don't you _dare!"_ his voice yelps from somewhere in the vicinity of her butt. And, " _Gwen!"_ when she makes like she's going to shrug him over the edge.

She laughs again, then lifts him easily and sets him back on his feet.

"You know I wouldn't," she's quick to reassure at the look on his face. She still has a hand over his heart, and flattens her palm against the fabric of his hooded jacket; her spider-senses tell her about his bounding heart, the swiftness of his every inhaling breath, and the relaxing of his muscles even as they stand there, trusting her.

He swallows. "That was really cold-blooded," he says glibly. "You, Gwen Stacy, are positively cold-blooded."

"I am, you know," she agrees. She can see the flecks the reflections from the city lights make in his eyes, diamond-white pinpricks on their surface.

They're very close. "What?" he goes, tilting his head down like he can't hear her.

"My body temperature," Gwen explains. Has she taken her hand off his chest yet? "It runs ten degrees colder than yours. I can thank the spider for that. It actually works to my advantage --"

He is really close to her face. Should he be that close?

"-- running cooler than most humans means --"

She keeps losing her train of thought. The spider wants to bite his face.

"-- I'm more sensitive to temperature variations in the air, which helps me during a fight because sensitivity to air currents means --"

And then she has to stop talking, which is annoying, because she was talking about biology, and biology is really cool, and didn't somebody tell her once that not enough high school kids are interested in biology these days?

She supposes she could keep talking against his mouth, but she figures maybe kissing Peter Parker is something she might want to shut up for.

He puts a hand to her waist, leaning her into him like _she's_ the one that needs support, which, what, no, thank you, stop that, Gwen's trying to concentrate on kissing except her senses are trying to tell her _everything_ and it's so overwhelming, and then his mouth opens against hers and oh, okay, so maybe Gwen does need the support after all, because she is leaning into that touch so hard that she is definitely going to tip them both backwards.

His hands catch her face, holding them still, and Gwen closes her eyes against the sight of the city lit up beyond them.

They break apart.

"Oh," says Gwen, with a feeling like having just fallen flat on her face. "Okay."

 

-

 

She'd like to say that, afterwards, they had a mature, sensible discussion between two fairly intelligent individuals in which they agreed upon the parameters of their relationship not only as two teenagers, but also as Spider-Man and one of her only confidants.

They don't.

It's mostly just "so, are we, I don't know, a thing?", "I don't know, do you want to be a thing?" "we could be a thing, if you wanted to be a thing," "then … we can be a thing?" "okay," and then it was more kissing, because Gwen kind of likes the inside of Peter's mouth. She likes the architecture of it.

"Hey, can I ask a favor?" he goes, after she's taken him back down to the ground (through the elevator this time.) They're standing in the lobby, one of the neighbors is flipping through a stack of mail nearby, and she wants to touch the place where his clavicle shows above the collar of his shirt. So she does.

"Yeah?"

He looks uncertain. "Can I kiss you tomorrow?" he blurts out. "In front of Flash? Just, like, to brag?"

Her laugh comes tearing out of her like it's got wings. "Oh my god," she snorts, and widens her eyes at him. " _Really?"_

He shrugs, embarrassed.

"Yes, Peter Parker," she says with great formality. "You have my permission to use me to one-up Flash Thompson. Thank you for asking before doing." His grin dimples through to his cheeks, and she snorts again. He leans in for a kiss, a touch against her mouth that thrills through her like it's somehow never happened before, and then he's gone, pushing through the revolving doors and kicking his skateboard down to the pavement.

Benny, the doorman, watches her watch him go.

Drolly, he asks, "Did I see that boy come in?"

"You saw nothing," Gwen informs him loftily, turning around on her tiptoes like she's lit all through with helium and heading back towards the elevator. "Nothing at all!"

The next morning, she only really half-heartedly double-checks Flash's Algebra answers with him before the bell for first track rings, because she knows the interruption's coming. Yet somehow, when it does, Gwen feels spotlit and caught off-guard at the touch of Peter's hand to the small of her back. She glances up at him and thinks, _you are a person and you willingly want to rub facial orifices together with me, how weird is that,_ and she's already smiling when he ducks his head down to hers, because that is _so cool._

It turns out she doesn't have to fake delight in the least.

"See you later?" he goes, like he's double-checking.

Gwen grins, nodding quickly and thrilling a little bit when he sways towards her, like he's thinking about kissing her again. "Yeah, okay."

He flashes her one more smile, switching his skateboard to the other arm and disappearing off down the hall, rounding the corner and vanishing from sight.

She turns back around to find Flash giving her a look that is one-third sympathetic and two-thirds condescending, like, _really?_

"Parker?" he goes, disbelieving. "That's the best you can do? Hate to break it to you, homeskillet, but he's probably a gold-digger."

Gwen goes from giddy to white-out furious without even passing Go or collecting $200, the way only Flash and occasionally her brothers seem to inspire in her. "He's _never_ asked me for money!" she flashes back immediately, and then snaps her jaw shut because wow, way to just expose ten-plus years of friend-related neurosis to Flash Thompson in six words or less.

To his credit, Flash only snorts derisively once, and then catches sight of her expression and says, "Woah, okay," and takes hold of her elbow, dragging her out of the way of foot traffic. He tucks them both into the nook beside the case of basketball trophies, of which Midtown Science possesses exactly twelve in its long and oft-sordid history of competition with Stuyvesant. He rests a hand on her shoulder, a look of dawning realization on his face, like the one he gets when he successfully gets the correct answer out of the quadratic formula, or when valence electrons finally make sense: that expression is the reason Gwen puts up with so much of Flash's bullshit. "That's why you don't have any close friends."

Gwen flinches, hiking her books up higher. "Yeah, yeah, poor little rich girl," she says, and her voice sounds brittle even to her own ears. "You don't want to hear it."

"No, tell me," he insists.

She looks up at him. Flash's parents met in the summer of 1977, two looters with polyester headbands pulled up to their noses to mask their features, throwing bricks through windows during the infamous city-wide blackout that July. They fell in love to the sound of shattering glass and arson. She knows, because a photographer from the National Geographic caught a picture of them kissing in front of a burning storefront, and they became a little famous there for awhile. Twenty years later, having Flash was their last-ditch attempt to save their marriage. He lives with his grandmother in a one-bedroom walk-up and commutes forty-five minutes everyday to get to school. He's never invited Gwen over, and he's never missed a tutoring appointment, and absolutely none of this excuses his behavior, because bullies are bullies and everybody tolerates bullies because they always expect somebody _else_ to come around and deal with them, but Gwen still has a habit of reminding herself that very little of his perpetual frustration is actually directed at her. Even now, she takes a second to study him in surprise, because this is the first time he's ever sounded like he'd actually _listen_ to her if she told him something.

"In grade school, people would only be nice to me until they needed to borrow money, and then they always came to me," she finds herself saying. "Less like I was a person and more like I was a piggy bank they needed to compliment to get money to fall out. I finally told my mother to stop giving me an allowance, that way I would never have anything on me, but that didn't stop anybody."

A muscle moves in Flash's jaw. He's asked to borrow change before, mostly so he could raid the vending machine in the lobby of Gwen's apartment building. It hadn't been malicious, because Flash hadn't known he could wield that request like a weapon -- he'd just looked at her lifestyle and assumed that she'd have the spare change.

She wonders if he's remembering that, too.

The bell rings, startling both of them. 

Suddenly wanting to head off whatever nasty comment he has to be concocting about spoiled rich girls, she shrugs quickly and says, "Whatever, high school is better, but shut up about Peter, okay? I can date whoever I want, socioeconomic differences be damned."

Flash shrugs at her. "Hey," he goes, faux-innocently, as she slips around him, back into the stream of traffic. "I'm just looking out for you. As one bro to another, Gwen, you could really do better."

"That's not really your judgment to make, Flash!" she calls back, tone light.

"Maybe not," he allows. "But you know, I've been in his gym class for three years and his dick just isn't that big. Think of how much satisfaction you're _not getting!"_ he shouts after her retreating back, because he's Flash and he's contractually obligated to say something horrible in front of as many people as possible.

"Oh, god," Gwen mutters, and puts on a burst of speed, cutting the first right that the hallway allows. Peter, hovering awkwardly to the side, pushes himself away from the wall and matches her stride as the hallway rapidly empties around them.

"Well?" he wants to know, fidgeting closer to her like he's thinking of putting his arm around her, and then seemingly catches onto the _I will break your finger if you try_ vibes she's giving off, because he tucks his hand into his pocket instead.

"Next time," she grumbles. " _You_ get to be the one to hang around after and listen to Flash talk about how unsatisfactory your dick is."

Peter squawks.

 

-

 

And then, somehow, because that's just how these things happen, Gwen finds herself with a routine.

It looks something like this:

 **6:30am** \- Wake up. Shower. Apply deodorant to armpits, inner thighs, and the soles of her feet. Strap webshooters to wrists, velcro them in and stretch to test mobility. Dress over it, begin to sweat instantly, and seriously contemplate investing in industrial-strength antiperspirant like the kind WWE wrestlers wear. Apply make-up. Store bobby pins, mask, and gloves to the front compartment of her backpack. Eat breakfast, accept a sack lunch from Mom or Dad, whoever’s turn it is that day to see them off, kiss cheeks, head out.

 **7:30am** \- Take the boys to school. Determine that Howie understands it's his responsibility to round everybody up afterwards and bring them home: has soccer practice started for Philip yet? Does Simon need to stop by Walgreens for project materials?

 **7:55am** \- Be in seat in homeroom just as the bell for A track rings.

 **8:15am-11:15am** \- Classes.

 **11:20am** \- Meet with Flash before lunch for tutoring, since she doesn't do it after school anymore. Sigh when Flash inevitably starts blowing spitwads at Penelope or one of the freshman, or laughing mockingly behind their backs whenever they say something. Sigh when Peter steps in. Stop Flash from wrecking Peter's face, since she's personally invested in it. Do not tolerate Flash's continual remarks that she's "slumming it." Cease tolerating Flash, period. On good days, threatening Flash with his imminent academic failure if she pulls the plug on tutoring him isn't necessary. Flash has more bad days than good.

 **11:45am** \- Free track. Optimistically, use this time to finish all of tomorrow's assignments so she doesn't have to do them on the subway like she does most mornings these days. Realistically, catch a quick nap, or, if Peter skips gym, go to the computer lab and trawl through the Spider-Man videos on YouTube that Miles forwards to her, looking for the stupidest comments. Copy Peter's chem homework if the need is desperate. If the weather is nice, go and sit on the bleachers opposite the field where fifth track gym is supposed to be having class. Sit in Peter's space. Hold his hands, turn them over, run her thumbs along the ridges of whatever band-aid he's wearing that day, a casualty of his sewing machine and Exact-O knife. In return, let him push his thumbs up under the webshooters, where her blisters are turning into callouses. Feel ridiculous and fond and so many overwhelming things all at once, until it's all she can do to lean in and kiss Peter until her mouth is numb, until her tongue tastes like the roof of his mouth, until his personal space feels like her own, and when they arrive in sixth track chem, MJ Watson -- who's in Peter's gym class and knows exactly where he wasn't -- rolls her eyes at them and deliberately pushes their stools a solid foot apart before they sit down.

 **12:30-2:45pm** \- Classes.

 **2:50pm** \- Skirt the crush by the lockers. Apply liberal use of her spider-senses to avoid anyone who might waylay her to talk and walk fast until she's past the line of parents waiting to pick up their kids and upperclassmen sneaking a smoke, until she’s safely off-campus. Strip out of her clothes, pin up her hair, and pull on gloves. The mask goes on last.

 **2:55pm** \- Store backpack with clothes, textbooks, and cell phone (eurgh) on the rooftop of one of Midtown's off-branch financial buildings, one that doesn't office rooftop access to its employees. If it's supposed to rain, find a dumpster or cubbyhole and keep her fingers crossed.

 **3:00pm** \- Be in Brooklyn to walk the Young boys home. Wait casually in line with the staring parents, and greet the brothers when they come out, in full view of the street so that everybody knows those kids are under Spider-Man's protection. Share an after-school snack of salt-and-peppered mangoes in the chain-link-and-concrete park behind their apartment complex; after a few persistent tries to get her to take her mask off to eat, the boys just bring her a Ziploc bag. Sometimes, Ms. Young leaves her a note with the snack: she keeps them all. Talk to the red-eyed high schoolers with dime-store bags in the pockets. Talk to the harassed-looking girls who hunch their shoulders away when they pass men on the street. They can probably tell she's white as rice, simply from the way she talks, but they cluster around her and the Youngs and they talk to her anyway, and she doesn't know if it helps and it makes her feel miserably out of her depth sometimes at the things they say, but she's there. Listen. Listen, Gwen. Listen. This is New York City. Listen to it.

 **3:45pm** \- Patrol. Run a circuit through Chinatown and the Financial District, chase the birds all through Chelsea. Loop around the Empire State Building, sling low through Times Square just to see the tourists flutter with excitement. Shadow Howie, Philip, and Simon on their walk home from school to make sure they get there safely. Take a break on the roof of the precinct on West 54th to eat her mangoes and eavesdrop to get an idea of the evening’s forecast for crime. Head uptown: something’s always happening around Central Park, and a lot more things happen in the Upper West Side than Gwen thinks she could ever monitor. Spook the students at Columbia, loop back around through Harlem and chase the wailing squad cars down Lexington Ave.

 **4:45pm-7:30pm** \- Leave anybody with a rap sheet she's caught on the front step of the precinct in Hell's Kitchen, then head to Queens. Sleep off the busiest, noisiest, and most overwhelming part of the day for the spider in Peter’s room, slipping in and out of dreams to the sounds of the Parker household: Peter muttering and rolling his chair back and forth between his desktop and the storyboard he’s got set up for the yearbook staff, or pulling bolts of fabric across the foot of his mattress (or, inevitably, over Gwen) to measure them out; his uncle punching out Styrafoam models in the study, and, after his aunt comes home from work to start on dinner, the pop-sizzling and beeping of the microwave and her loudly and good-naturedly complaining that after seventeen years, you’d think somebody else in this house would know how to make an edible meal. The best days are the ones where Peter leaves his portfolio and curls into his blankets with her, letting her pillow her head on his arm and drowse to the sound of his heartbeat, his blood, the sun a dull corona of orange on the backs of her eyelids and Peter’s fingers in her hair.

 **7:50pm** \- Show face at home, help self to leftovers if anyone bothered to cook a meal, microwave herself a burrito and pour salsa on it if they didn’t. Check in with her brothers, help Simon with fractions because he’s too shy to ask their parents, like he thinks they won’t forgive him if, after Gwen and Howie and Philip, _he’s_ the first in the family to start bringing home bad grades.

 **Somewhere from 8:30pm to 9:45pm** \- After Dad gets home, sneak out window.

 **10:00pm-4:00am** \- Fight crime.

 **4:10am - 6:30am** \- Crash for a nap. Get up and do it again.

 

-

 

On Saturday morning, somebody from the HR department at Oscorp calls her to let her know that Dr. Connors is in an emergency meeting with the majority of the Financial Board and Mr. Ratha, Norman Osborne's CFO, and thus, she's been rescheduled for the evening shift, is that okay with her?

"Yeah, sure," says Gwen blearily. The call had come right in the middle of one of the few cat naps she gets in the early morning hours.

So for the first time since she put on the mask, Gwen sleeps in.

She finally gets up at eleven, combing her hair out with her fingers and padding into the kitchen to make up a bowl of cereal, wearing her briefs and a "Architects do it with models" shirt that she isn't entirely sure she remembers how she came to possess. Someone's opened all the windows in the apartment, creating a draft across her bare toes and the sleep-warm skin at the back of her neck. Everything smells like spring, like a lazy Saturday morning.

Jaw cracking around a yawn, she drifts into the living room to find that yes, that umbrella plant is definitely dead, someone should do something about that, and all three of her brothers are clustered in front of the television.

"What's up?" she goes, bemused by the sight.

Howie glances up at her distractedly, but it's Philip who answers her with relish.

"There's a mutant lizard monster terrorizing people on the Williamsburg Bridge!"

Gwen blinks.

She drops the cereal bowl.

"Fuck!" she yells, deeply shocking all three of her brothers, and sprints for her bedroom, tossing out over her shoulder, "Howie watch your brothers for a minute I'll berightback!"

" … what," she hears back, faint and confused, as she throws herself across her bed to grab her bag, which has the suit in it. "Gwen?"

There's some little part of her that hopes, as she cuts across downtown Manhattan with the kind of speed that is definitely going to give her whiplash, that someone else will have taken care of it by the time she gets there, or that it isn't actually an emergency, like for some reason Michael Bay decided to go more batshit than he already was and do an improv scene in mid-morning traffic.

 _This isn't your responsibility,_ whispers a voice in the back of her head.

And then Gwen lands on the first support column that marks the start of the bridge's ascent above the East River, looking out among all the cars skewed out of their lanes like multicolored pillboxes, and the first thing her spider-senses telescope down to is the sight of a girl, about Howie's age, who's got a younger kid tucked into her stomach, shielding his head with her arms as she tries to crane around the front fender of an SUV, and she thinks with inevitability, _Yes it is._

She swings across the columns, scanning the ground below in quick glances for emergencies: children or people caught under their vehicles or something that looks like it's going to catch fire (it might! That's what happens in movies, right?)

It's not hard to tell where the main commotion is; the people who have clambered up on either side of the road mostly all have their cameras out, and there's an NYPD chopper and at least two news helicopters pointed in the same direction. Gwen's mind had taken Philip's exclamation of "mutant lizard monster!" and … promptly had no idea what to do with it, but she swings down and sticks herself to the side of a Snapple delivery truck abandoned about half-way across the bridge. She peers around the sideview mirrors.

She stares.

She says, "Well, shit."

It looks like a man, if someone had taken a clay figure of a man and tried to pull him apart, limb from limb, so that everything became misshapen and elongated. Enormous foreclaws drag at the ground with every step, tipped with black talons that it keeps using to claw at the sides of cars like a drunk man trying to find the door handle. It's covered in scales that ripple in the sunlight, green and grey, and its tail whips agitatedly behind it, moving counterpoint to its body like it's got a mind of its own. Its back is to her, so she can't see clearly, but she's guessing that its torso and head are the most humanoid parts of it.

She might work in a geneticist's lab, but she's pretty comfortable in saying that nothing like this has ever existed in nature before.

She scuttles around the front of the Snapple truck, bracing herself on the grill.

Then she yells, "Hey! Godzilla!"

Its head comes up. Slowly, in a manner that can only be described as incredulous, it turns to her. It lifts its shoulders, like, _what?_

And Gwen, who has still only really been awake for about twenty minutes at this point, cannot think of a single thing to say other than, "What the hell, bro?"

Then she launches herself forward.

Its lipless mouth peels up instantly, something that's half-laughter and half-snarl, and it abandons the car it was trying to claw inside of, rushing forward to meet her.

And it's different, it's different from fighting seven landscapers who had no trouble hitting a girl, it's different from fighting twelve thugs who had never faced anything more threatening than a big mouth on a ten-year-old boy, it's different from every fight Gwen has ever stopped before, it's different because this thing isn't driven by a man, it's driven by a lizard brain, which is all hot-cold instinct and fast reflexes and for the first time in a long time, fear drops like a chill into her stomach because this fight might be beyond her.

She catches the meat of its tail with a blast from her webshooters, spinning its cumbersome body in a circle and then tripping it, and it gives her an idea. Quickly, she creates a six-point star around it, hooking a filament to the ground each time she lands so that the cables form a web over its shoulders.

It writhes, chest scraping the pavement, and then --

Then breaks _right through_ Oscorp's cables, ripping them straight out of the ground, and before she can react, yanks an open car door off its hinges and strikes her clean across the body with a golfer's swing.

She sails right over the Snapple truck, clips a ski rack on top of a Subaru, lands on the concrete, skids, tumbles, and comes to a halt at the feet of a dude in a DC Slutwalk 2011 t-shirt, who leaps back with a startled, "woah!" He has the biggest mass of curly black hair that she's ever seen, and he leans over her and checks, "Spider-Man?"

She groans up at him. The only thing she can really focus on is his hair.

"And you must be Ned Stark's bastard," she answers. "Help me up?"

Obligingly, he pulls her to her feet and says, "woah!" again. A fine shimmer of miniature scales coat the palm of his hand, where they had transferred there from her suit. They look at his hand and then they look at her; she's covered in it, almost like …

She sprints in between the crooked cars and clears the Snapple truck again in two quick bounds.

And she's right. The lizard monster is greyer than before, bare patches showing through on its head and shoulders and the concrete around its feet is littered with scales. It's shedding them.

No, not shedding. It's _unraveling._

It seems to realize this in the same moment she does, because it backs up, baring its teeth at her. Then it turns and disappears over the side of the bridge.

Gwen gives chase, scuttling down the underside of the bridge and then leaping from freighter to freighter, following the ripple it makes in the water as it swims. She loses it, though, when it hits the Queenside bank and doesn't immediately surface. That could mean any number of things, but whatever, Gwen doesn't have the time or the patience to follow it into the sewers today.

Altogether, the altercation doesn't last longer than five minutes, but she spends most of the afternoon helping with clean-up. They already have crews on the scene, towing the totaled cars and trying to get the owners of the undamaged ones to get back in them and drive them off the bridge so that normal traffic can resume, but a lot of that goes much quicker with Gwen there, using her super-strength to lift and straighten and untangle things as she goes along. The first thing she insists on doing is checking on the two kids she saw when she first reached the bridge; they're both fine, they'd been on a Greyhound bus but now their aunt was on her way to come and get them. From there, the ripple goes through the crowd the way these things do, and soon, there are over a dozen children coming to tell Spider-Man not to worry, that they're okay, showing off minor cuts and bruises and letting her inspect them solemnly and tell them they were very brave.

Of the people who had to be life-flighted out of there, none of them were children and all of them had been injured before she arrived.

"Apparently," goes one of the road crew guys, who'd reassuringly shared a cigarette with someone whose vehicle had been torn apart and discarded by the lizard monster and still hadn't quite stopped shaking about it. "It just burst right out of the back of a taxi cab, like, fully formed and went berserk on everybody. Nobody had any warning."

People come to talk to her, too, many of them reporters, which makes Gwen's gut squirm with discomfort at the way they seem to be more interested in her and her involvement than the destruction on the bridge.

She answers everything to the best of her ability. No, she doesn't know what that thing was or where it came from. She is just as in the dark as everybody else is. Yes, it's weird that two animal-human hybrids -- herself and this creature -- should appear in New York City so close together, but if they were going to try to make it anywhere in the world, wouldn't it be here? Maybe all they want are the good bagels, who's to say.

"What about you, Spider-Man?"

"What about me?" she returns tiredly. "I'm more of a 'big pizza pie, that's amore' kind of person."

"Tell us about yourself," some joker tries. "What's on your online dating profile?"

"I'm a Pisces and I want Sansa Stark on the Iron Throne."

She turns to go, and then somebody says, "Why are you doing this?"

And that makes her stop. She turns, finding the speaker's face among the several clustered around; the shape of it and the way he nervously pushes his glasses further up his nose when she locks onto him makes her think of Peter.

He continues, "I mean, why get yourself involved with this at all? You don't have to. Nobody's making you. As far as anybody knows, there's no revenge story. Just you, trying to keep other people from getting hurt. Why?"

She squares her shoulders and tilts her head at him. "Do I need an excuse?" she asks, calm. "Does anybody?"

By the time the worst of the debris has been cleared off the bridge, Gwen is already two hours late for work. She goes home and climbs in through her bedroom window -- there's a note taped to the windowsill that says "we are going to TALK ABOUT THIS!!" which she assumes has to do with the fact that she left her brothers home alone and then apparently went out through the fire escape -- and finds her phone. There are about twelve messages in a row from Miles, most of them links to YouTube videos like he thought she'd somehow managed to miss the fight she was just in, two from Peter; one that's _are you okay?_ and another that's _holy shit did someone ELSE get bit and turned mutant?_ , and one from Ripley that says, _Free macarons if you get your butt here in twenty minutes, I could use somebody sane,_ timestamped over thirty minutes ago.

The saving grace is that when she checks her voicemail, the HR department from Oscorp has called her back to tell her that Dr. Connors got caught in that mess on Williamsburg Bridge and won't be coming in, and Gwen wasn't allowed in the lab without her supervisor there, so they wouldn't be needing her that evening.

"Oh, thank god," Gwen mutters, thumbing out of that and stripping the rest of the way out of the suit, stuffing it in her bag before she heads out to face the music.

 

-

 

On the day Gwen's father calls for a press conference, it rains; a breathless gasping rush of a downpour that washes down the gutters and turns the world to monochrome. An aide holds an umbrella over Captain Stacy's head. It's black, as are the ones in the immediate vicinity, but further up the steps of the precinct, somebody has a red umbrella patterned with ladybug spots -- Gwen's eyes keep catching on it whenever it moves.

She settles into place on the sofa between Howie and Philip, drawing her knees up to her chest, and she looks right at her father's face when he leans into the microphones to say, loud above the thundering of rain, "-- and I am officially issuing a warrant for the arrest of the masked vigilante known as Spider-Man."

A chaos of questions erupt from the press, and the field of black umbrellas surrounding her father ripple as he answers them, but Gwen stops listening. 

She rises from the sofa, steps over Simon and his trail mix snack on the rug, and then forgets where she was going. She winds up standing in the hall, holding her elbows close to her body and staring at her own eighth-grade graduation portrait, framed there on the wall; the achievement ribbons around her neck and the gap between her two front teeth that braces had fixed later.

Then she turns, walks into her room, and shuts the door.

It had started, as these things do, with a voice, raised to catch her like a flare shot out from the bow of a sinking ship. "Spider-Man," it had said, while she was sitting on the edge of a fountain with a flock of deeply unconcerned pigeons and the Daily Bugle's latest farce of an article on the mutant lizard monster, which hadn't been seen or heard from since Gwen chased it into the East River. "Can I talk to you?"

The man's name was Nicolas Rechards, called Nick the Slick by the other guys in his comedy routine, and he'd been pulled over no less than three times in the past month for suspected infractions -- reckless driving, failure to yield -- even though Nicolas swore he _always_ drove like his grandmother was in the passenger seat.

"Let's be honest, Spider-Man," he says, tearing off a corner of her newspaper, rolling it into a little pill, and tossing it at the pigeons to see if they'd be dumb enough to peck at it. They are. "Brown man like me, driving an unmarked white van? That was my _real_ infraction. Next time some gold-watch guy with his fat face in Forbes almost runs over some lil' old lady with his Cadillac SUV and there ain't a cop around to stop him, it'll be because they're all searching my van for contraband."

All the stops had been performed by the same patrol car, all the citations drawn up by the same officer: Karl Hamburg. Gwen nods. She'd seen him at a barbecue before, but he'd been more interested in the beer than he had been in the captain's teenage daughter, so she'd never spoken to him.

"Now, you know what they'll say if I go in there and accuse him of racial profiling," Nicolas continues. "And I don't want you to get in trouble neither, but … is there something you can do?"

"I'll try," Gwen promises. And, "Thanks for coming to me, man."

He goes a little shy, then, rubbing the back of his neck and going, "Yeah, well, my goal in life is to get to thirty without ever having had a full-cavity search, so we'll see."

Gwen looks into it. She loves her dad, she does, but she knows that the police are far from infallible. She knows they can be the bad guys, too. She's watched the previous police captain, and then her father in his turn, stand up in front of those microphones and confirm that yes, that officer had been taking bribes, or yes, that officer was responsible for destroying evidence in the al-Azira case. They've taken NYPD's cases in debate club, and she's played the other side: yes, that officer should have been penalized much more harshly for the discharge of his firearm that resulted in the death of nine-year-old Amalia Grave. She knows that when adults pat her on the head and tell her, "oh, but things are different these days!" what they really mean is, "Nothing has really changed, but I want you to stop complaining about it."

What she finds makes her furious.

"Did you know," she says, cornering her father while he's licking envelopes at the breakfast bar, his tie unknotted. She has her mother's laptop braced across her forearm. "That in 2011, more black men were pulled over, stopped, and frisked in Brooklyn than there are black men _living_ in Brooklyn?"

Her father looks at her, seals the envelope he's on, and sets it aside.

"Gwenny-bee," he says tiredly, and she clenches her jaw at the condescending way her childhood nickname falls from his mouth. "I admire your dedication to obscure facts --"

 _They're not obscure!_ Gwen wants to shout. _We're talking about the rights of over a hundred sixty thousand people!_

"-- but when I come home, I want to leave work at work and spend my time with you. Okay? No cases, no calls from the chief, no phone ringing off the hook, just me and my family, which includes my seventeen-year-old daughter, who used to want to live in a chocolate house, if I recall."

"That's impractical," Gwen says waspishly, and he sighs.

When she goes to her mother, all she gets is a sympathetic smile and a, "Oh, honey, I know."

Howie, unconcerned about it the way thirteen-year-old white boys are allowed to be, just tells her, "So become the mayor. Fix it."

"You know, your brother makes a valid point," says Ms. Ngiwidi, when Gwen comes up to her after fourth track and says, _there's got to be something I can do about this. What is it?_ She has a stack of ungraded quizzes at her elbow, gradebook laid open in front of her. Their pop quiz that morning had been over the Watergate scandal, with a bonus question at the bottom asking them to relate it to the present-day WikiLeaks case. "These people have to answer to publicly-appointed officials, therefore they can and should be held accountable for what they do in a public sphere. Theoretically," she allows, with a slightly astringent bite. "I know you're too young to vote, but it's never a bad idea to stay up-to-date on local politics so that you're informed when the time comes. And if you find that activism isn't a powerful enough agent of change, then maybe you should consider a future in politics. Enact the changes yourself. I, for one, would be very happy if you became the mayor of New York City."

"Okay," says Gwen. "But that'll take fifteen to thirty years. County elections are this week."

With that long game stewing in the back of her head, Gwen puts on the mask and spends the next four days tailing Officer Hamburg while he's out on patrol.

Hamburg, she finds, is the kind of man who's so convinced that he's fighting the good fight that, to him, everything's become a fight that he must win, or else "they" will win an inch and gain a mile. He never sees how much of his own power he uses carelessly until it's threatened. Off-duty, he drives a motorbike with a bumper sticker that says "religious liberty: our most cherished freedom" next to one in the shape of the Christian fish, except his has little legs growing from it and it says "Darwin" instead. He likes watching Dane Cook skits on his phone during his lunch break.

He's also unfailingly, indisputably racist.

Gwen's intent, in the beginning, was to follow him as inconspicuously as only a spider could, collect evidence of unfair racial bias, and turn him into his superiors. What actually happened was this:

A Khaleesi. A Khaleesi happened.

Khaleesi Shields, eight months old, wrapped in a blanket and tucked as secure as a football against her mother's chest. Gwen can hear her crying, even above the tumultuous noise. A riot, a riot in Brooklyn, a riot that started as a protest against a budget bill that had passed during the county elections the previous day, a protest for which over fifty thousand people showed up. A riot that Gwen became involved in by sheer virtue of having followed Officer Hamburg out there when police called for back-up.

Officer Hamburg, who saw a threat to his power and gleefully defended it, wielding a mace gun against a group of very threatening people, which included Tiffany Shields in her high school JV basketball jersey, carrying her infant daughter.

The choice, in the end, isn't much of a choice at all.

Khaleesi wails. Tiffany crouches behind a tourist information placard, eyes squeezed shut and her entire body curved around the blanket full of baby in her arms, as mace arcs over her head, catching two screaming protesters directly in the face. Her mouth parts, paralyzed and noiseless with fear.

 _She wants to go to Pratt for college,_ Gwen thinks.

Khaleesi chokes and coughs.

Gwen looks at her. Then she turns, drops to one knee, and neatly sweeps Officer Hamburg's legs out from underneath him.

She bloodies the faces of four cops and knocks out two more before the area clears enough for most of the protesters to escape. Then, her eyes streaming inside the mask and her throat _burning,_ she scuttles over to Officer Hamburg, wraps him up in a web with no finesse, and then dumps him, cocooned, at the precinct on Cobble Hill with all of her evidence. It'd have to do.

She finds out later that, during the riot, NYPD declared Brooklyn a frozen zone, which meant that the constitutional rights of its inhabitants were temporarily suspended, and that, in turn, meant that none of the officers would ever face punishment or citation for discharging mace into a crowd of unarmed protestors, and there was nothing anyone could do about it. All attempts to file charges were stonewalled.

By that point, the warrant had already been issued for Spider-Man's arrest.

He had, after all, assaulted a police officer.

Okay, several.

There's a very strict no-tolerance policy about stuff like that.

 

-

 

 **horse_ebooks**  
@TheAmazingSpiderMan and then, Sometimes, people.

 

-

 

On Monday:

"Spider-Man!" Ms. Young meets them in the stairwell, her hands skating over the top of Jamal and Rasheel's heads in greeting before she hugs Gwen quickly and with great relief, surprising them both because it's not something she's ever done before. She pushes her hair back with the flats of her hands, clearly frazzled, and then looks dead at Gwen and asks, "Do you need a place to hide?"

"What?"

She turns to climb the stairs, her sons trailing after her and a startled Gwen bringing up the rear. She talks fast.

"I mean, it might not be the safest place for you, since you've kind of made no secret of your connection to my boys and they're bound to come searching for a," her mouth quirks. "A spidey-hole, if you please, but I just want you to know that we will, gladly. You can stay with us if you need someplace to go, okay?"

"Thank you, Ms. Young," Gwen gets out after a moment, feeling like her heart has been moved an inch off-center, strange and weighty. "I have a family, though."

Ms. Young almost trips. "Oh, no!" she says. "I was worried you might! That's even worse. Oh, those horrible, _horrible_ people!"

Rasheel looks between them. "But who's going to protect _you?"_ he wants to know.

Inside the apartment, Jamal shucks off his backpack and kicks his flip-flops to the side and beelines straight for his mother's bedroom. He returns with the gun that he used to carry to school with him, which he's kept in its safe since the day Gwen met him. "Next time, we'll walk _you_ home from school," he tells Gwen with great dignity.

She goes down on one knee to squeeze his shoulders. "Thank you, Jamal," she tells him. "But that won't be necessary. They're never going to catch me. I promise."

On Tuesday:

Nicolas Rechards, standing in the plaza where he'd talked to Gwen and fed bits of newspaper to the pigeons, holding up a sign that said, **NYPD: THINK ABOUT IT. Spider-Man shouldn't have to protect us from you.**

People flow quietly around him, rushing blood in the arteries of the city's heart, until a woman stops, hangs up on the phone call she was in the middle of, and comes to stand next to him.

Within twenty minutes, thirteen people stop and stand in loose formation around Nicolas and his sign. Some tap away at their phones, some have a book or a Kindle or an iPod snaking up to the ears, one man knits. They stand together in silent vigil, not a single one of them saying a word, and saying everything.

Slowly, the gathering grows.

On Wednesday:

Penelope commandeers a table in the courtyard at lunch, plunks down a storage bin, and starts handing out little badges; they're each the size of a silver dollar, and she'd used the kind of small, decorative pebbles that they sell for fish tanks to make miniature red-and-blue Spider-Man masks.

Peter pulls Gwen over by the hand, saying, "hey, Penelope, these are super cool. Are you charging anything for them?"

"Nothing," she says stoutly. "They're for people to show their support for Spider-Man, and, in turn, for the people of Brooklyn following what happened to them last week, and what's _going_ to happen to them now that the bill's passed. I figured it would be more meaningful if people had something to wear, rather than just, like, making a Facebook page for people to Like or something."

"… that's really nice of you," Gwen says dazedly, watching Peter wriggle the hook of the badge through the heavy strap of his camera.

Penelope's eyes crinkle at her behind the thick frames of her glasses. "Thanks, Gwen," she says, and she leans forward. "Do you think … what's going to happen to him, if they catch him? How long would that even take?"

Gwen feels a lot like one of those cheap 3D cards they used to give out as prizes at the doctor's offices after shots; the kind where you tilt them one way and see one image, then tilt them another and see something entirely different. Here is the Gwen who's wearing the Spider-Man suit underneath her school outfit, who chooses to defend the powerless against the powerful no matter who falls on either side of that coin, who has been electrocuted and stabbed and maced. And then here is the Gwen who gets good grades in school, works unpaid internships, and goes home to her lawyer mother and her police captain father and already has so many advantages lined up for her.

She is seventeen years old. She is not equipped to feel like this.

And people are being so _kind._ She has no idea what to do with all of this kindness.

Peter picks up another badge and gently tugs open the front of her jacket, tucking it into her inside pocket and murmuring, "Miles will want one."

"It depends," she says slowly, blinking and focusing on Penelope's question. "On how much of a priority they make him. The more resources they pour into finding him, the quicker it's going to go. Obviously, the more public the manhunt becomes, the more pressure there's going to be, and the more pressure there is, the more resources they're going to ration out."

"They're calling for information from anyone who might know his real identity," Penelope continues worriedly, and Gwen's stomach churns. "Is that likely?"

"I don't know," she responds. "It depends on how invasive people want to be, I guess."

Her spider-senses warn her of Flash's approach even before he looms up behind them, saying tersely, "They better not be. Spider-Man is one of _us._ Whoever betrays him is gonna answer for it. How can the cops not _see_ that? The more they try to get us to hate him, the more we're going to love him."

He picks up one of Penelope's badges and, without the slightest bit of shame, pins it to the front of his shirt.

He pounds a fist at the center of his chest, and says, loud enough to attract attention, "If they want Spider-Man, they'll have to get through us!"

" _Fuck_ yeah!" bursts out of Penelope, simultaneous with a whoop from Peter and several cheers from other students all throughout the courtyard, all of whom had never agreed with Flash Thompson before in their lives and probably never will again, and Gwen has to hide her face in the crook of her elbow or risk giving everything away, her shoulders and chest feeling as fragile as if they had been spun from sugar and spiderwebs.

After school, Miles meets up with them on the steps of the Met and the first thing out of his mouth is, "You will not _believe_ what I just saw on my way to school this morning."

He fishes his phone out of his pocket, thumbing through it and holding it out.

"Is that --" Peter goes, leaning in and squinting.

" _Yes,"_ Miles says ecstatically. "Someone spray-painted a thirty-foot version of your spider sigil on the side of that brownstone. That is _your_ spider symbol! Graffiti'd where thousands of people will see it every day! Isn't that the most _epic_ thing you've ever seen?"

Gwen sits down, hard. Peter makes an equivocal gesture with his hand, dragging out, " _Well,_ it's not perfect, but, _ow!"_ he complains, when Miles immediately lashes out and smacks him across the shoulder. "But hey! I'm just Spider-Man's seamstress, what do I know about his costume?"

On Thursday:

On the news, Killigan, who played the serial killer in the Village theater production of _The Whistler,_ shakes her head fiercely in response to whatever the reporter just asked her.

"No! _Never!"_ she declares. "He was always kind to us. Like, you know that Kurt Vonnegut quote? The one that's like, 'welcome to the world, babies. On the outside, you'll have a hundred years here, and babies, the one thing you gotta do, you gotta be kind'. You know that one? _That's_ Spider-Man. How can you take that away from us? A kindness like that?"

Miles e-mails her video after video, dozens of YouTube clips of various qualities, full of people she's never seen before and some she has, kids and adults in big groups or sitting individually in their rooms, all saying roughly the same thing.

"Fuck 'em!"

"We don't believe them, Spider-Man, they pull shit like this all the time."

"Cops after you? Hell, bitch, they's after us, too, welcome to the club!"

"We're behind you, Spider-Man!"

"I got your back!"

"We're the kids from Da Eastside, and we stand for Spider-Man! We stand for Brooklyn!"

 _I run your official Pinterest, it's all full of stuff like that,_ his e-mail says. _And you don't even want to KNOW the status of your Facebook page. Did you see that the horse_ebooks Twitter tagged you?_

On Friday:

Suspended from the end of a web, Gwen lowers herself to ground level, dips the roller in the fresh pan of paint, and climbs back up to add another coat on top of the one she already applied. It goes on smoothly. She estimates it will probably take a third coat to completely erase the racial slur splashed up against the side of the building, but that's okay. It's the least she can do.

How did they get it so _high,_ though? How can anybody put that much effort into so much _hate?_

She slides back down her web, absent-mindedly humming along to the Azealia Banks she has stuck in her head and stretching the roller out towards the pan, when Fatima materializes out of nowhere, panic clearly visible in what Gwen can see of her face under her niiqab, and throws a paint tarp over her.

Startled, Gwen lets go of her web, which immediately drifts loose, caught on a breeze.

"Fatima -- what --"

" _Shhh,"_ Fatima's hands shove urgently at her shoulders, forcing her belly-down on the sidewalk. Another paint tarp billows over her, the sunlight fading to a hazy mote overhead. "Don't move!"

" _Salaam allekyuum,_ officer!" calls Fatima's husband, his voice carrying, and Gwen curses and goes still, pressing her cheek against the ground and listening to the vibrations of approaching footsteps. "Good afternoon."

"Hello," comes the reply. Male, 6'0", 290lb, favors his left side when he takes a step, possibly because of a knee replacement? No, she corrects herself, hip. "What's this?"

"Ah. Vandals, unfortunately. As you can see. We were vandalized last night. Our sister Aisha found it like this when she came to open the preschool this morning."

"Did you file a report?"

"No, sir," says Fatima's husband, in a tone that clearly says, _because we knew you weren't going to do anything about it if we did._ "But we are blessed to have good men and women who will take time out of their day to come give our mosque a fresh coat of paint, so we don't have to look at the hate for long. As you can see, we've already made great progress! Ah, officer. This is my wife --"

"Ah!" says Fatima from above, clearly flustered.

"-- who we seem to have surprised."

"It's fine!" she says quickly, moving away from the pile that conceals Gwen. "You caught me unawares, I was not properly covered the way I should have been. I thought only my husband was here, I'm sorry."

"You don't have to cover your face for me," the cop says uncomfortably. "I'm not part of your religion."

"Muslim women don't cover themselves for the comfort of men, sir," Fatima's husband corrects him gently. "They cover themselves for their own comfort."

A beat of silence follows, in which the man comes back to himself and remembers his purpose.

"I was investigating -- we're hunting down a masked -- um," he catches himself at the last moment, because the party line on television these days has gone from calling Spider-Man a "masked vigilante" to a "masked terrorist," and this one seems to realize the faux pas of throwing the word "terrorist" around a Muslim mosque. "We're trying to find Spider-Man. And I noticed your building had one of his … um, webs, on it."

"Ah! Yes!" says Fatima's husband cheerily. "He often comes this way."

"We don't mind the webs," Fatima adds, her voice now coming from beside her husband. "They never last long, and dissolve even faster in water."

"He might be heading towards Columbia," Mr. Fatima says pointedly. "It's not far."

The officer leaves shortly after that, and Gwen's uncovered again. They clasp at each other's hands, her and Fatima and Fatima's husband, and squeeze tightly. Nobody says anything.

Later that night, Gwen, still dressed as Spider-Man, goes out with MJ Watson to get Ethiopian take-out since MJ's never had it and Gwen has always wanted to be that friend who enthusiastically recommends places to eat, and it's easier to be that friend when she's Spider-Man. This plan backfires when they're standing at the pick-up counter in Gwen's favorite restaurant and she turns around to find herself face-to-face with her father.

"Oh," she says.

Captain Stacy blinks back at her.

Then he moves.

"Spider-Man," he says, reaching for the cuffs at his belt even as she launches herself backwards over a display case of injera wraps, sticking to the wall underneath the menu. "You are under arrest for the assault and battery of --"

MJ drops her wallet. Coins scatter everywhere, but she doesn't notice, flinging herself between Gwen and her father. Captain Stacy puts a hand out like he's going to push her aside, but MJ shouts with a cold, clean kind of fury, "You can't have him!", and punches him in the jaw.

It's one of the most confusing moments of Gwen's life. 

And it's the start of MJ's juvenile record.

On Saturday:

Melissa Harris-Perry speaks out in Spider-Man's defense on MSNBC.

"Face it," she says, spreading her hands wide and staring down the studio camera. "NYPD are New York's finest for a reason, but the police as a whole are simply there to uphold the status quo of the rich, white upper class. Whatever they want, they get the police to enforce. How do the police enforce it? Racial profiling. Don't believe me? Go to Brooklyn and ask a black man if he keeps all his receipts. Chances are, he does, because you never know when you're going to need an alibi.

"But Spider-Man," she holds up a finger, her mouth curving at the corner. "In all of his red-and-blue glory. Spider-Man is a vehicle of justice that side-steps that. In their initial reports, the police called it vigilantism. Now they call it terrorism. Now they're pounding their chests demanding to know his real identity. Here's what I say."

She leans forward.

"It doesn't _matter._ It _doesn't matter_ what Spider-Man is: man, woman, neither, black, gay, pansexual, survivor, Buddhist monk. What _matters_ is that one person stopped and looked at the way cops suspend the constitutional rights of minorities whenever it's convenient and said, 'I can do something about this.' Is that vigilantism? Everybody else would call that 'it's about time!'

"And yes," she adds, like this is a dialogue and she's preempting a question. "I've heard the theory that Spider-Man is, in fact, a teenage girl. I've _also_ heard the theory that Spider-Man is secretly Cthulu. Or an alien making first contact with Earth. Yet, neither one of _those_ theories seems to have inspired quite the same amount of angry backlash. And you know, you have to ask yourself: what's _so threatening_ about the possibility that the most powerful person in New York City right now might be a teenage girl? Oh, wait," she snaps her fingers. "Never mind, I know exactly why. It starts with 'sex' and ends in 'ism'. Thank you, and good night."

 

-

 

 **TheAmazingSpiderMan**  
@horse_ebooks Well said.

 

-

 

Gwen had told her mother, once, that she wasn't sure if she could do what her dad does, and strap a gun to her hip everyday.

What she didn't realize was that she already did.

 _Some kids,_ she thinks disparagingly, as pride and shame wrestle with each other inside of her gut. _Get tattoos. I become a superhero._

They're all sitting down to dinner tonight, in nice dinner clothes with napkins folded across their laps. Her mother's wearing her best pearl earrings. Her father ladles out a hearty lamb stew for Howie and says, "So, son, have you looked at your SHSAT results yet?" MJ's right hook is purpling nicely on his jaw.

"I don't know," says Howie, in a belligerent way that clearly means no. "Have you caught Spider-Man yet?"

The chunk of lamb in Gwen's throat turns to rock. It scrapes at her insides going down.

"Watch your tone, young man," Captain Stacy says without heat. "Now, I never liked Spider-Man, but I was willing to tolerate him." His voice grew tight. "But then he came after one of my own. Do you understand what that means?"

Nods, all around. Simon's eyes are very large. Gwen nods, too, a beat late.

"And yet, for some absurd reason, people still like him. I don't get it. I just don't get it."

And then Gwen hears herself say, like it's coming from the end of a very long tunnel, with nothing in her head but a high whine like the sound of a tuning fork on glass, "Then maybe you're the problem."

Absolute silence falls. Everybody looks at her.

"Excuse me?" says her father.

She lifts her head. Minute vibrations transmit across the table to her; she can feel Howie tensing with fear, she can feel her mother reach out and put a warning hand on her father's leg.

"If you can't see why the people of New York City like Spider-Man, after all he's done to build a relationship with them, then maybe _you're_ the problem."

He seems thunderstruck, blindsided.

"Why are you suddenly falling on the side of the criminal, Gwenny-bee?"

Gwen snaps.

" _Because!"_ she roars, surging to her feet. "Because by declaring an open season on Spider-Man, you are _completely disregarding_ what your own city views valuable in a protector!"

"Value --" her dad begins, swelling up with rage in a way that used to terrify her speechless as a child; he looks faintly ridiculous to her now, full of bluster like a balloon about to deflate.

"You are alienating the people you are supposed to serve! They _trust_ Spider-Man, Dad, what's so dangerous about that? Weren't you just complaining about how nobody thinks anything good about cops anymore, so why is it so bad that they've finally _got_ someone they can trust?"

"Because he can't be held accountable for his actions. He works outside the law."

" _When!"_ Gwen loses control of her voice for a moment, near shrieking the word, and immediately reaches inside of her for the spider, who is calm and in control and doesn't understand yelling, and the knot in her back releases so she can ease back onto her heels and say, "When has Spider-man _ever_ flaunted police procedure, before the incident in Brooklyn? When has he been anything but considerate to your officers? He doesn't want to _mock_ you or show you up or make you look inadequate --"

"Good, because --"

"He's _not_ doing whatever it is you think he's doing! He's got this power and he's trying to be useful --"

Her dad holds up his hand, already looking to interrupt again, his mouth set into a thin white line of displeasure, but Gwen ignores the signal in a way she's never done before and launches forward to slam her hand down on the table, making the silverware jump. " _You_ hold a captaincy! You are _responsible_ for your officers! It's your _job_ to defend the citizens of this city, and you do that by _respecting_ them as your equals, not treating them like some kids you've got to be all 'Daddy knows best' for. Okay?" She turns. "Mother, may I be excused?"

"I think that would be best," her mom says quietly, and Gwen shoves her chair back, picking up her plate and disappearing into the kitchen with it.

Her hands shake too much to put it into the sink without rattling it, and as she rinses it off, she hears the low rumble of her dad speaking to her brothers, and her knuckles whiten.

Later, after they're supposed to be in bed, Simon comes creeping into her room, looking for reassurance that she isn't really angry.

"Of course not," she says immediately, swiveling her chair around and pushing off of it so she could bounce onto her bedspread. She opens her arms, and the fact that he comes over without hesitation, snuggling into her amid her down comforter, means he must have been really scared, because he's almost eight and is definitely trying to spearhead a campaign against displays of affection. "No, I'm sorry, that must have been scary for you, hearing me shout like that. I'm not angry at Daddy, Simon, and he's not angry at me. I won't let it, because we love each other."

"Because we're family?" Simon fills in.

"Because we're family," she agrees. "Some families aren't like that, but ours is. Sometimes shouting is the only way to get Daddy to listen, like when you've stolen my headphones --" he squirms away from her tickling fingers, protesting noisily, "-- and can't hear when we call you. Only for Daddy, he's got a lot of things to worry about, and it blocks up his ears sometimes and just doesn't listen. It doesn't mean I don't love him anymore."

Simon nods, wipes his runny nose on her sleeve (she sighs,) and then says, "Spider-Man will be okay, won't he?" in a tiny, timid voice.

"Of course he will," she answers. "He's not a bad guy, right? Daddy only hurts bad guys, so Spider-Man's going to be just fine."

"Okay."

 

-

 

Peter's room is dismantled. She sits on the windowsill for a second -- the window, of course, has been left open for her -- and looks about: his mattress has been shoved to the floor, lying crooked in front of the closet door with everything haphazardly thrown on top. The slats in his bedframe are bare; a couple of the boards have been levered up to reveal the dark space underneath. A bag of potting soil sits nearby, leaning up against a flat of small pots, from which spring several small purple flowers, long butterfly-shaped stalks, and a creeping heart-shaped vine the same color as a watermelon.

Her eyes track around this display a few times before she makes sense of it, and so when Peter comes back in with a drill, she asks, "Is this for your portfolio?"

"What isn't for my portfolio these days?" he answers distractedly. "Hmm, I'm probably going to need more potting soil, aren't I?"

Careful not to disturb the collection of items, Gwen stretches across them and steps over to crouch along the top on his headboard. "If you are going to literally turn your bed into a flowerbed, then yes."

"Hmm," says Peter again, winding the cord of the drill around his wrist in absent thought. He drops to his stomach and peers under his bed. "And I'm going to need to drill drainage holes … wonder if Aunt May's going to notice if I steal a couple of the pots from the kitchen."

"If you steal them from her, she can't beat you with them for stealing them," Gwen points out.

His head reappears. "I resent that implication!" he says, and then his face does something startled and complicated. "Gwen?" He scrambles up onto his knees. "Gwen, what's wrong?"

She has no idea how he could tell, since the reflective eyepieces give nothing away, but the next second, a small sound escapes through the cage of her teeth, and then it's really obvious. She slides to the messy floor, thumping gracelessly and immediately folding her limbs up. A sob wracks through her, and then another, and then it's like the harder she tries to stop, the harder she winds up crying. It's like it crawls out of her chest no matter how she swallows it down. 

She wraps her arms around her knees and sobs with so much force it feels like her ribs are going to splinter, like she's going to crack clean through.

Peter's hands touch helplessly at the tops of her shoulders, the wings of her shoulder blades, and then he's unhooking her mask and peeling off her gloves. She scrapes at the wetness on her cheeks, and he asks her something, once, twice, three times, but she has no clear idea of what it is. Eventually, he just pulls the blanket over from his mattress and wraps it around her shoulders, then leaves the room. She senses his footsteps in his aunt and uncle's bedroom.

Not long later, Aunt May comes in with a mug of hot chocolate. 

"Oh, sweetie," she says, kneeling down beside her. Gwen takes the mug from her. There are marshmallows floating on the top, shaped like stars. Somehow, like they'd rehearsed it -- or maybe it just came natural to them -- she and Peter settle on either side of her, each wrapping an arm around her, like somehow their hold on her becomes a support structure she could hold herself up against, becomes a web.

She expects Aunt May to ask questions, but she doesn't, and as Gwen cries and keens and makes the most embarrassing noises, she just hums in the back of her throat and rubs her hand along her back.

When Uncle Ben comes home and isn't greeted with a chorus from his wife and nephew like he usually is, he comes looking for them. Sensing his footsteps on the stairs, Gwen tries miserably to hide her face, the wet spots on the bedsheet pulled up to her neck, but it's no use.

He comes to a halt in the doorway, takes one look at Gwen, and says, gruffly, "All right, who do I need to beat up? Do I need to call anyone's father?"

Peter's chuckle vibrates through her, a one-two percussive beat, and the smile that steals across Gwen's mouth is watery, as weak and wet as tissue paper, but there. She holds the warmth of the mug in her hands, now not as hot, and takes a sip.

Uncle Ben picks his way over and crouches down in front of her, eyes flicking to and from her own like he wants to wrap them all up and hug them, too, but isn't sure of its welcome. She expects to feel smothered, cornered, the spider lit up under a spotlight and too obvious, and some part of her does -- because she's still wearing her suit and she is that close to being found out by Peter's aunt and uncle -- but it's outvoiced by the uncomplicated, unconditional way the Parkers are offering their affection. More than anything, she feels loved in a way that, being the oldest child, she never knew how to ask from her own family.

He clears his throat. "Son, I have to ask -- why are there a bunch of plants on your bed?"

" _Flowerbed,"_ Peter grumbles. "It seemed obvious to me at the time."

"Ah," says his uncle.

Later, while Peter's running a washcloth under the sink in the bathroom for her to wipe her face, Aunt May corners him. Gwen has no problem overhearing them.

"What happened to that poor girl? Did you break her heart?"

"No!" Peter says quickly. The sink shuts off. "I wouldn't dare!"

"Is it her family? It's pretty plain to me that her father works himself to the bone and doesn't get to see them _near_ as much as he wants to -- nothing happened to him, did it? Or her brothers? How many of them does she have? Or --"

"I can't tell you! I don't know, I can't tell you. It's not my secret to tell, Aunt May."

She's quiet, and when she next speaks, Gwen does have to stretch her spider-senses to determine what's being said.

"Secrets have a cost, Peter. They aren't for free. You will _always_ pay for them."

Peter says nothing. She kisses his cheek, and he scuffles embarrassedly and then blurts out when she turns to leave, "Aunt May, how did you know we were dating? We've never -- not in front of you, and haven't said anything --"

"Peter." The soft, wise tone in Aunt May's voice has vanished, replaced by her usual scratchy sarcasm. "That girl is over here almost every day of the week. I know for a fact that you aren't dealing drugs, so the only conclusion I can draw is that your …" She pauses, and then finishes, "Your booty must be very fly."

"Aunt May, _stop."_

"I'm just saying. She's free to come over whenever she feels like it, but perhaps you could let her know that she can use the front door, if she wants."

Peter comes back in, very, very red around the ears, and hands over the washcloth, which is cold against her face. She presses down against her eyes, hoping to stop the swelling. He remains crouched beside her, and when she lifts her head to offer him a smile, he leans forward to touch their foreheads together.

"You okay?" he goes, quiet.

"Yeah," she answers, closing her eyes and pressing into the touch. "I feel better. I mean, none of my problems are solved, but I feel better. Funny how that goes."

"Hey," he noses at her once, then pulls away. "I was going to ask you for a favor, actually. That has nothing to do with you being Spider-Man."

He stands, looking around the room, and she smirks at his backside, which is now quite conveniently at eye level. "Are you looking for confirmation that I don't just keep you around for your booty?"

"Is it fly?"

"Well, spiders eat --"

" _Stop."_

He finds what he's looking for, stepping over his mattress to hook his hands around the straps of a briefcase that had been sitting on his desk chair. It's old, a soft sandy brown leather that's cracked a little around the edges, and the letters "RIP" are stenciled on the front.

Gwen has just a second to be alarmed about this before Peter explains, "this was my dad's, I just found it," and she realizes that the letters are initials, not some morbid statement. "Do you --" he starts, gripping the briefcase tight. And then he asks, in the way people do when they already know the answer, "Do you know a Dr. Connors?"

"Yeah." She blinks. "I had to slit a few throats to secure a position on his semester-long youth internship program. Why?"

Peter hesitates. Then he unzips the briefcase and produces a squarish newspaper clipping, browned and fragile with age.

 

-

 

"Richard?" The doc straightens up, taking the clipping from her and holding it up so that he can squint at it through his bifocals. _Something_ flicks across his face, too fast for her to determine, before everything softens again. "Yes," he says, with a fatherly fondness. "That's Richard. Dr. Richard Parker."

"You knew him?" Gwen says with surprise.

"Oh, yes," he chuckles, and hands the clipping back. "We were very close, once." He tilts his head at her curiously. "Why the sudden interest, Gwen?"

"I just --" she fumbles, still feeling wrong-footed. How had she not known that Peter's dad was a scientist? For some stupid reason, she hadn't give his real parents much thought, like somehow because they were dead, what they did for a living didn't matter so much. "I just realized I didn't know who he was. Did you guys do research together? Does he have any papers on JSTOR?"

Again, Dr. Connors chuckles, raspy, like he's enjoying a good joke.

"Oh, you won't find much on Richard Parker, I'm afraid. He was very smart, of course -- he wouldn't have gotten as far in our field as he did if he wasn't -- but the true mastermind you're looking for published under the name Dr. M. Parker." He circles back around to the other side of his desk, picking up a nondescript photograph of himself, younger and with more hair, the colors garishly bright and oversaturated the way most Polaroid pictures from the 90's were. With an ease that comes from being accustomed to doing most things single-handedly, he pops open the back.

He removes another photograph, hidden behind the first, and hands it over.

"Mary Parker," he says.

It's the same photograph that appeared in the news clipping, except this one hasn't been cropped just to show the two men. There's a woman on Peter's dad's other side. She has very dark, thick hair, and her hands are tucked into the pockets of her lab coat. She's smiling so wide it dimples her cheeks -- Peter's smile does exactly the same thing. Gwen ticks her eyes hungrily over her face.

"Perhaps her greatest contribution to our research was the decay rate algorithm, a breakthrough that, unfortunately, we lost the night she died -- it was a formula designed to calculate the necessary dosage of a particular serum that would reverse, or at least considerably slow, the effects of many of our most damaging degenerative diseases. The decay rate, of course, being how much the missing limb or," he corrects quickly, "the disease had entropied. Without her, our research has been floundering these past ten years."

"How come nobody knows about her?" Gwen asks, feeling immediately indignant on the behalf of this female scientist.

"She had a speech impediment," Dr. Connors says without hesitation, like it's something he's said before. "She had to … she had to concentrate on speaking very slowly and carefully in order to be understood. She and Richard seemed to communicate like they never needed words, and I --" he pauses, and she sees him physically restrain himself from editing himself into a better light. "I was perhaps not as patient with her as I should have been."

Gwen's temper rises, and it's been so long since she feared anybody that she forgets that she's talking to her boss. "That had nothing to do with her ability as a scientist, though! There are plenty of awkward scientists out there, and some downright horrible ones -- I mean, for Gods' sake, James Watson and Francis Crick are still allowed to speak in public, and every other word out of their mouths is about white supremacy!"

"You're absolutely right," he agrees readily. "It was shameful. The people in charge of our public image," he nods at the newspaper clipping in her hand. "Felt she was better suited to remain behind the scenes, so they began the careful process of removing her contributions from the story, until in the end, Richard and I were the ones taking credit for her discoveries. I even believe that the Oscorp encyclopedia doesn't even mention her name, even though she was one-half of a team that engineered the Oscorp super-spiders. Yes," he confirms, catching the way Gwen's whole body jerks with the shock. "That was them. I joined their research shortly after that point."

"That's -- that's --" Gwen's mouth works like a fish.

"Third-wave feminism hadn't been invented then, Gwen," he remarks, rueful at the shock and outrage that has to be warring with each other on Gwen's face. "So equal rights only applied to a woman if she was white, beautiful, and able-bodied."

"Have you ever tried to set the story straight?"

This time, Dr. Connors does flinch. "I should. I should have, I know that. There's so much I should have done differently. But I was so _angry_ for so long -- I'd depended so much on their research, and then they died, and I …" His jaw works, and he looks away.

"They have a son," Gwen blurts out.

"Peter, yes, you said."

"He's as smart as they are. He's in my class, he's second -- after me, of course. He'd like to meet you, and maybe … maybe he remembers something from his parents' research."

"Gwen," and the fatherly tone is back in Dr. Connors's voice, kindly and a little patronizing. "The likelihood of a sixteen-year-old boy hitting upon a breakthrough in the field of cross-species genetics that I have not in the past ten years of tireless research is --"

Just like that, it clicks neatly into place in Gwen's head.

"Someone already had a breakthough," she breathes, feeling her eyes go wide. It's true, it has to be. She sees it so clearly in her head, that half-human, half-dinosaur thing that nearly took her out on the bridge. It had to have been created. "The lizard monster."

"The one the Daily Bugle is proclaiming will restore male virility if one merely acquires one powdered claw?" His voice is very controlled, politely dubious.

Gwen waves that off. Their family has a subscription to the Daily Bugle simply because her mother says that every article is twice as good as the Sunday comics, and if there's one thing being Spider-Man has taught her, it's that whatever possible threshold for _wrong_ you think exists, the Daily Bugle will sprint right over it, buck naked and waving a foam finger. "Have a lot of people being asking you about it?" she asks. "They should, you're the biggest herpetologist in the city."

"Oh, yes, they have." His chuckle is humorless. "I do wish they'd bother somebody else with that nonsense. It's not like there's a shortage of geneticists in the world."

"Everybody wants to make Pokemon," Gwen says. It's one of his favorite jokes: it's something his son asks him on a daily basis.

"Yes. The science exists. Of course the science exists, this new species of lizard proves it -- it's just, most scientists are too absorbed in finding out if they can use jellyfish DNA to make monkeys glow in the dark, and do not absorb themselves in anything useful. Which means people like me need to do twice the work. Speaking of," he looks up, with a note in his voice that tells her this conversation is over. "Don't you have some to be doing, Gwen?"

Later, after she passes the story onto to Peter ("I don't know anything about a decay rate algorithm," he says thoughtfully, "but I do know that my parents had something that they wanted to go pharmaceutical with, except Norman Osborne wanted exclusive rights to it, but they died before that got nasty,") she sits on the bleachers and watches him show Philip how to skate the high schooler's half-pipe. She clenches her fingers around her knees and thinks, with a kind of bitterness she didn't know herself capable of, _It's your parents' fault I'm a mutant with spider DNA. Be grateful they're dead, or they might have started experimenting on themselves. Or worse, you._

 

-

 

_hey gurl come to the window and give me ur opinion on this outfit._

_I can't,_ Gwen texts back. _There are people out there and I have no clothes on._

A second later, she hears a very faint, "Oh my _god,_ I can't _know_ that!" float up through the open window, coming from the general direction of the neighbor's front porch. She muffles her laughter against the back of her wrist, and Peter's eyebrows tick up curiously. "Well, fine!" MJ's voice sounds off again, this time louder, like it's coming from directly beneath them. "But I'll have you know that I look drop-dead gorgeous, and you're missing it!"

Gwen thumbs her phone awake. _Then you didn't really need my opinion, now did you?_

 _ur bitch,_ she gets back.

Then, several seconds later, while she still has the reply form open, _ride him like a rodeo k good talk._

She bursts out laughing, dislodging the measuring tape Peter has hooked around her abdomen, snug up against the band of her bra. "Gwen!" he protests, but without heat. Correctly interpreting the look on her face, he adds swiftly, "She's known me since we were five years old, whatever she's telling you is a gross lie."

"Actually, she's letting me know you'd be sexually satisfying."

"Oh," he goes, blinking up at her. "Well, in that case, please continue --" and then his face does something scrunched-up and funny. "Wait, why does everyone have an opinion on that? Seriously, she and Flash should start a club."

"The 'loudly comment on Peter Parker's sexual prowess at every opportunity' club? Can I be president?"

"You can be the investigative journalist," Peter allows. "But only if everything you say gets thrown out on account of your unforgivable bias. Okay, seriously, Gwen, you need to hold still or we're never going to get this done."

"Sorry," says Gwen, who is definitely not sorry, but she obediently forces herself to stop quivering with laughter and hold still. He loops the tape back around her abs, cinching it tight and pinning it to her with one hand while the other scribbles quickly in the corner of his sketchbook. In the beginning, she'd thought once or twice about accusing him of taking all these measurements just for the excuse of getting his hands on her bare skin, but now she knows he actually does factor in the exact dimensions of her abdomen when he's sewing up her suit. Besides, she likes the pressure of his hands, there over the band of her briefs, when he needs to hold her still for something. Whatever, she's allowed.

After a few minutes of easy silence, she asks, "So? Are any alterations required?"

"Not many," he says cheerily, from somewhere around her thighs. "You've put on some muscle, though, have you noticed?"

"I have, yes. Daily feats of acrobatics will do that."

"You actually kind of remind me of snake eggs," he says, apropos of nothing.

Gwen lifts her eyebrows at him, completely not following this train of thought. "Flattering, thank you."

He immediately flushes and trips over, "no, shut up," mumbling like his mouth has been stung by bees, and they laugh at each other for no good reason, really, until Peter puts a hand on her waist, thumb sliding just north of her smallest rib and the still-settling knife wound there, and he says, "I mean, there are some species of snake that lay iridescent eggs, right, and the way you're colored right now …"

He trails off, and she makes the connection.

She's gotten used to the sight of herself in the mirror, so she doesn't really notice anymore, and nobody else notices because it's been a long time since Gwen exposed any skin to anybody who wasn't Peter. She has a lot fewer bruises than she did in the beginning, when everything was new and a little unpredictable, but she still wears a map of New York City on her skin: swollen, earthen-colored knuckles, because webslinging isn't easy on the hands; road rash on her palms from where she hit the asphalt, stopping a car accident in Harlem; the brickwork of Soho faded into a lime green pattern all across her back, a blow that not even the suit's padding could protect her from; the sharp purple dent of a table corner from third track European History in her upper thigh.

She is quite distinctly mottled. Iridescent eggshells, indeed.

"Are you going to collect me, then?" she asks, wry, and then, quicker and more delighted, "Oh my god, are you _nesting,_ Peter Parker? Is that what you're doing?"

"Gwen," he says, and puts his mouth to the strip of flesh just below her bellybutton.

The curl of his tongue against her skin is absurd, hot and wet, and she wants to laugh at him but somehow it makes everything swamp out from underneath her like having just missed a stair in the dark.

She catches herself against him, hands landing on him, and that does absolutely nothing to stop the falling sensation, the breathlessness like she'd just been flung off the side of a building with nothing below her but New York street lights and the oblivious motes of pedestrians. She has one hand on his head, fingers in his hair, the frames of his glasses, the edge of her pinky just barely there at the tip of his ear. She folds it down, affectionate.

He looks up at her, nudging her with his chin.

They watch each other for a long beat, absent-mindedly touching each other with their fingertips like they're reading braille.

"Is this okay?" he asks her. "Can I -- ?"

Gwen wants to kiss him. 

The spider wants to eat him. The spider wants to chew him up and give the best bits of him to her young.

She nods once, and then again with meaning, and he nods back. Then his fingers hook into the waistband of her briefs, sinking downward, and his mouth is quick to follow.

 

-

 

On the stairs, after, Aunt May calls, "Peter, sweetheart, is that you? Can you get the mail, please, and bring it in here?"

Gwen finishes checking her lipstick with the camera function of her phone, and jumps the last seven steps in a single bound, landing without noise on the carpet. "Sure thing, Mrs. Parker!" 

"Oh," is Aunt May's startled reply. "Thank you, Gwen!"

Gwen bumps open the outer door with its giant black house number stenciled across the glass, fishing in the mailbox and surfacing with a stack that's still sun-warmed from having sat in a hot delivery truck all day. She brings it inside, and the largest item -- a catalog -- slips from her grip.

She catches it, instinctive, and then looks at it in surprise. It's a brochure for FIT, the Fashion Institute of Technology right off of 7th Ave. The stamp on the front declares it to be "Ranked #2 in the US by Fashionista.com!"

Curious, she sets the rest of the mail down on the side table and flips it open; an application immediately slides out.

College catalogs have been appearing with alarming and annoying frequency in Gwen's mailbox, too, even though she's fairly certain she's never actually given her address out to any one of them yet, but this feels different. When her spider-senses alert her to Peter's approach behind her, she looks up, and holds up the brochure questioningly.

"I thought," she starts, and then can't find a way to finish, because Peter wanted to go to Ohio, didn't he? Wasn't Ohio where all the good arts and sciences were?

He looks from the FIT catalog to her face and back again, and shrugs. Just around the corner from where they're standing, Gwen feels the tread of Uncle Ben's feet against the floorboards, the pressure of his weight coming to stand beside his wife, the indrawn breath as he opens his mouth to ask her what she's doing, and the quick vibration of her hitting him to shut up him before he gives them away. "Maybe I kind of want to stick around."

"Why?" she presses, staring up at him.

Peter fumbles, making several aborted gestures with his hands, and for a second she thinks he's going to say something that will crack her irrevocably, shatter her into clear glassine pieces, and leave her as fundamentally changed as her twisted, arachnid DNA strands.

Then he chickens out completely, blurting, "I can't leave my aunt and uncle. They'd be lost without me."

And, simultaneously from around the corner: 

"Oh, bad form, Peter!"

_"-- boo!"_

 

-

 

"Hey, Gwen?" Ripley's voice lifts up over the top of the centrifuge shelf, warbling a little confusedly in its uncertainty. "Did you label these samples before you put them in?"

"Yes!" she calls back. She wipes her running nose with the back of her sleeve. Her nailbeds have gone purple with cold. Like most corporate buildings, Oscorp's thermostat is permanently set to accommodate the men in suits and leaves everybody else to freeze to death, but Dr. Connors has always been good at making sure the lab remains a sensible room temperature due to the delicate nature of the live tissues they handle. This is not sensible. "Ripley, why is it so cold?"

"I don't know. The Doc set it earlier, saying something about how the heat was making him agitated. I didn't argue, he sounded pretty aggressive about it."

They haven't seen Doc Connors all day.

"Ugh," Gwen says. "If it goes any lower, we're all going to go into hibernation."

"Yeah. Hey, why are these samples cycling slower than the others?"

Gwen pushes back from her station, circling around the tables to check the centrifuge Ripley's pointing at. "Oh," she says. "That centrifuge was making a funny noise at higher speeds, so I got nervous and slowed it. I marked it, though, see," she taps the clipboard hooked under the machine.

Ripley squints at it, turning her head so that it comes into the focus of her good eye. "That doesn't make any sense," she mutters, lifting it up. "What are these samples doing out here? Shouldn't these be in Wilma and Fred's lab?"

Helplessly, Gwen sort of just gestures back at her, universal for, _I don't know, man, I just do the grunt work when they tell me to and don't ask questions._

"Maybe Spider-Man's been messing with it," a dry voice offers from behind them. Dr. Morales, Miles's dad, stands at the end of the centrifuge shelf, a taped-up box in one hand and a Staten Island mug in the other. A hand-knit scarf has somehow worked its way around his shoulders, the tails flipped out behind him and trailing. He holds out the box. "When you have a moment, can you girls run these for me?"

"Yes, sir," they say in unison, and after he leaves, they exchange a look.

"What did Spider-Man ever do to _him?"_ Gwen wants to know, feeling slightly indignant on behalf of … well, herself.

Ripley muffles a giggle with the back of her hand. "I just don't think he likes the idea of mutants," she explains. "Especially if everybody likes it. He's been around Dr. Connors too long -- he sees somebody like that and just sees something that needs _fixing."_

Gwen takes the clipboard from her so that she can thumb open the tape that's holding the box closed. The vials inside rattle slightly.

"Besides," she continues. "I don't think he understands why anybody would be interested in dressing like a Vegas showgirl and galavanting about when they could be getting themselves tested to better further humanity. I mean, why be Spider-Man when you could be one of us?" She's warming up to it now. "Scientists! Study the effects of deceleration on the human body to create safer equipment for fighter pilots! Study the molecular structure of lizards so as to better mimic their ability to drop limbs that are trapped or have otherwise become a liability! Genetically engineer the perfect coffee bean that doesn't brew into something that tastes like foot when it gets cold --"

And just like that, it snaps into place in Gwen's head.

 _Lizards,_ she thinks, and out loud, she says, "Ripley, you're a genius!"

"I know," says Ripley modestly, and then, "Wait, what, why am I a genius? Gwen, where are you going?"

This last is called after her, because Gwen's already set the clipboard down on the shelf and is half-way across the lab, her mind buzzing like someone had shook it up like a pop bottle.

She curses her own short-sightedness: she'd said it herself, hadn't she? Where else in New York are you going to find the kind of ambitious herpetologist that isn't just a closeted dinosaur fan cooped up in the Natural History Museum, but instead someone dedicated and with access to a whole functioning, advanced laboratory?

Rounding the corner by Dr. Connors's office at full tilt, she almost runs smack into Mr. Ratha, only a last-second awareness of his body's position in space warning her that he's there.

She catches the tail end of his conversation as she steps around him, a "-- yes, Mr. Osborne has read the Ripleys' report, but he doesn't feel --" and then his dark eyes snap upwards, finding Gwen's even as they step around each other in the narrow hallway with the strange grace of wild cranes. 

He says into his phone, "I'll call you back."

"Sorry!" Gwen gets out breathlessly, already turning to Dr. Connors's office door. "I just need to --"

"Ms. Stacy."

Something in his voice, something about the way he says her name, leaning towards her as he does, sends all of her spider-senses into overdrive, because that's the way a predator looks before it strikes.

"It's good to see you," he says softly. He's wearing a trim black suit, his shoes shiny and polished. He's probably perfectly comfortable in these temperatures. Gwen looks at him and thinks about how, when asked who they wanted to grow up to be, Rasheel Young had listed comic book characters and the Saturday morning superheroes, but Jamal had tilted his head and said, with astonishing awareness for a ten-year-old boy, _I want to be like Rajit Ratha. He looks like me and he's the most powerful man in New York. Who do you think runs Oscorp while Mr. Osborne waves at TV cameras?_

Gwen shifts her weight. "I'm --"

She has no idea what to make of this conversation, and she's sure it shows.

A smile tugs on the corner of his mouth like it's caught on a fishhook. "I've been following your work very closely since our last meeting."

"My --"

"I'm a great fan."

And everything comes to a screeching halt.

The sudden _knowing_ expands inside of her with a clap like the universe beginning, widening her eyes and lifting her straight up through the shoulders so that she all but doubles in size. " _You --"_ she gets out, _vibrating_ with the intensity of how it comes careening out of her, because, because --

Because Mr. Ratha had been the one to ask her to go to the spider observatory that Sunday, the last day of March.

She hadn't even remembered that, afterwards. She hadn't thought it was worth remembering.

It hadn't been an accident.

It hadn't been an accident _at all._

"We are so deeply grateful to you," Mr. Ratha holds his palms out to her like he's presenting her; a parody of thankfulness. "Our research has progressed in _tremendous_ leaps and bounds in the light of your … success."

She looks at him and she thinks, _I could take your skull between my hands and crush it into a pulp. Right now. You couldn't stop me._

Her hands ball into fists.

Seemingly unaware of the danger, he continues, "I am, of course, sorry about the inconvenience, but Dr. Connors was moving too slowly for Norman Osborne's taste. A dying man, after all, doesn't have a lot of time to waste. So our good friend the doctor required a little, shall we say, incentive."

Gwen grits her teeth. "Why me?" seems like a fair question to ask.

He chuckles, and oh, how she hates him. She hates him with the force of a nuclear bomb, a devastating explosion in her chest, leaving nothing but the sensation of hot, cracked earth inside of her. "What else are unpaid interns for?" he asks, with casual arrogance. "We get an endless supply of free labor, and you won't say a word because you're too desperate. You've been taught to fear failure, that all you work for will be naught. We could do anything to you. Really," he sounds delighted. "It's our economy's most ingenious trap, wouldn't you say?"

She snaps, stretching forward to do -- what, she doesn't know, because she doesn't get the chance.

From behind them, an explosion: an immense shattering of glass. Mr. Ratha jumps and Gwen's senses fling themselves outwards, picking up the scurrying bodies of rats, falling bookshelves, the chiming of falling glass, and in the center of it all, a great, heavy, reptilian weight.

Their eyes meet.

"Excuse me," she says, very tightly. "I have to go to work now."

 

-

 

Dr. Connors escapes into the sewers with what seems to be half the contents of his lab, and Gwen is all set to descend through the manhole cover and chase after him, but then flashing red-and-blue lights in her peripheral catch her attention. Two squad cars are parked in front of the Oscorp building -- and Gwen suddenly realizes that she has something much more important to attend to first.

To his credit, Captain Stacy only looks a little nonplussed to step out of the dispatcher's office of the Midtown North Precinct and find Spider-Man hanging upside-down in front of him.

He pauses, and then finishes buckling himself into his utility belt, hiking it around so that his hip holster falls over his thigh: a movement Gwen has seen a hundred times before. He shrugs into his jacket next, tugging it so that it falls neatly over the secondary service weapons strapped in his armpits. He straightens his collar. His eyes never leave her the entire time.

Finally, after making her wait through this, he drops his arms down to his sides and says, "Spider-Man," in a casual voice.

"Captain," Gwen returns.

"Are you here to turn yourself in? Or are you just going to leave me more of your little presents?" Ah, there's the bite she was expecting.

"I am," she says. "The giant mutant lizard --" her father straightens. "Is Dr. Curt Connors, of Oscorp. He's been injecting himself with a regenerative serum created with the DNA of a lizard -- only he needs to _keep_ injecting himself, otherwise the effects wear off. But he's super-strong and hyperaggressive when he's in that state -- I believe I can run him down, but I need you to issue the warrant for Dr. Connors' arrest, so he knows he's got no ground to run to."

"I don't need to do anything, especially not on intel from the likes of you," he fires back without hesitation.

It's strange, being on the receiving end of that much scorn and vitriol from a face that has tried, every morning, to be there to give her a scratchy kiss on the forehead on the way out the door. Gwen tries to ignore the way it crumples inside her chest.

"Please, sir," she says with effort.

"And anyway," he steamrolls right over her, warming up to this. Disbelief radiates off of every inch of him. "Dr. Curt Connors? The same Dr. Curt Connors that has worked at Oscorp without incident for ten years, my daughter's _boss,_ who has promised to write her a very glowing recommendation to the criminal justice department at NYU? Is that the Dr. Connors you're talking about?"

"So what?" Gwen snaps. "If I said he was an African-American male, mid-twenties, last seen wearing a hoodie, then would you believe me?"

Her father gets right in her face, pointing his finger at her warningly. "You watch yourself."

"And you need to think clearly!" she cries. "Please! I know he's an upstanding citizen, all-around nice guy, so on and so forth. White," she adds, because she can't help herself. "But he's also an ambitious, disabled person with easy access to a lot of expensive, mad science. I don't think he can write than recommendation if he's too busy throwing people off bridges."

"We're done here."

"Wait!" Gwen swings after him, scuttling across the wall to block the doorway, meeting her father's furious, upside-down gaze. She softens her voice. "Listen, I get it, you've got your daughter's best interests at heart, but he is unpredictable, angry, and backed into a corner. He's already done a world of destruction, and every sign in the world points to him doing more with no thought for casualties."

And there it is, that flick in her father's jaw that she knows so well. As fast as a spider descending down a web, she strikes.

She looks right at him and says, "What do you think your daughter would want you to do?"

 

-

 

The next two days are perhaps the most exhausting of Gwen's life.

 _You don't even want to know how badly this suit smells by now,_ she texts Peter on Monday afternoon, after the Young brothers insisted that she stop by their apartment to get food and fuel up. Rasheel even has a card for her; folded-up construction paper that says "KICK HIS ASS SPIDERMAN!!!!" and is accompanied by an illustration of a red-and-blue stickman throwing a lizard-green blob up against the side of a Walgreens. Absurdly touched, Gwen tucks it into the front pouch of her backpack and thanks him and promises that she will.

Peter texts her back with several sad faces in a row. 

Then, _Flash says he hopes you feel better and also that if you're not back by tomorrow, he'll grind my face into a plate lunch in your honor._

She snorts, stepping out onto the window -- careful not to put her weight on the Youngs' air conditioning unit, she learned her lesson with that one. She starts to text back, and then her phone blows up with Tweets and things get a little busy there for awhile.

If there's one thing Gwen has learned to be incredibly grateful for in the last forty-eight hours, it's the speed of social networking and the willingness of people to wield it like a weapon.

She asked New York to alert her immediately if Dr. Connors surfaced anywhere, and New York responded admirably. Dr. Connors hasn't been able to poke his scaly head out of the sewers for longer than five minutes without Gwen descending on him, armed with her phone and a sudden spike in activity in the #GetEmSpiderMan hashtag. Miles Morales, actually, has proved himself invaluable when it comes to sorting out the real sightings from the false: how, she doesn't know, since she's pretty sure he's in school, but apparently he and his best friend are taking the "Doc Watch" (their words, not hers) in shifts.

As for Dr. Connors, his surfacing has been sporadic and piecemeal at best -- he smashed up and robbed three separate hardware stories, passive-aggressively broke into NYPD's offsite crime lab to steal their equipment after they locked him out of the Oscorp building, and even walked into a Verizon store in human form, completely buck naked and carrying a taser, in order to steal a phone charger and a fire blanket.

So however Gwen's day has been going, she's at least fairly certain that the Doc's has been about twenty times worse.

She's standing above the latest one -- a ruptured sewer line that opens out onto the street just above the Ripleys' Parisian bakery -- with her hands on her hips, glancing up and down the street and trying to figure out _why_ he needed to hit this location of all places, when a surprised voice says from behind her, "Oh! Spider-Man!"

"Hi, Mrs. Ripley," Gwen says absently, sensing the weight of the woman on the sidewalk and knowing who she had to be.

Mrs. Ripley is a small, top-heavy gnome of a woman with very bright, big eyes that become magnified behind her glasses in a way that reminds her a lot of Uncle Ben. She hefts a bag into the dumpster behind her building with a rattling thump, then waddles on over to her, brushing her hands off on her apron. There are almost always flowers tucked into her crown of braids. Today's are pansies, already wilting with the progression of the afternoon.

"I'm afraid Ripley isn't here right now," she offers contritely. "With all of the Oscorp stuff, she had to go make some appearances with her father."

"That's okay," Gwen starts to say -- seriously, what's so important about this street that Dr. Connors felt the need to Hulk out and come bursting out of the sewers to come get it? -- and then stops dead as the words finally register in her tired brain.

She glances up sharply, not sure which part of the statement to address first. She supposes that it'd been too much to hope for that Ripley and her parents would just conveniently overlook the fact that Spider-Man used these strange contraptions that, oh, hey, just happened to be eerily similar to the webshooters Ripley had programmed together with Gwen Stacy. Ripley probably definitely knows who she is. But she'd kind of hoped that Spider-Man would be beneath her parents' notice.

And then Mr. Ripley appears behind his wife, also lugging a giant trash bag and wrinkling his nose up at the smell coming from the sewer, and Gwen blinks at him and then knows exactly what she cares about more.

"Her …" she begins, and trails off helplessly.

"Oh." Mrs. Ripley looks wrong-footed. Her eyes blink out owlishly. "I'm sorry, I thought you knew. We aren't," she makes a helpless gesture between herself and her husband, who spots them at that moment and grunts in surprise. Mr. Ripley is as tall as Mrs. Ripley is squat, and has a heavy, wet mouth that pokes out of the salt-and-pepper mess of his beard. "We aren't Ripley's biological parents." Her face scrunches up. "I always hate saying that. It doesn't make us mean any less."

"Did you adopt her?" Gwen asks curiously. That would account for a _lot,_ actually, now that she thinks about it. Ripley had no trouble joking about her hippie parents, but there'd always been a note to it that Gwen couldn't place, something that pinged at her spider-senses wrong.

The Ripleys exchange a look.

"Of a sort," Mr. Ripley admits. "We'd more or less been her nannies while she was growing up, so when she started adolescence and needed a safe haven, it wasn't any trouble to provide that for her."

"After that, she started calling herself Ripley and referring to us as her parents," his wife adds with a hint of pride.

"And her real -- sorry, her biological parents didn't care?" Gwen presses.

"Her biological parents didn't want him around with the way he was expressing himself --" Mr. Ripley's voice cuts off when Mrs. Ripley's elbow finds his side and digs right into it. He fumbles to a halt, eyes bugging out underneath his bushy brows in a mortified way. "They let us keep her around," he finishes, putting the correct pronouns back in place. "It's our privilege."

 _Oh,_ Gwen thinks. She rearranges the entire way she'd been looking at things, and carries on.

It's not hard to put the rest of the puzzle together. Ripley's biological parents want her to appear as her assigned gender whenever they're out together, because that's easier for them than admitting they have a daughter, not the son they'd told everyone they had.

Gwen's indignation flares, and she hears her father's voice: _Manhattan's becoming more gentrified, Gwenny-bee, and so the way people commit crimes is changing, too._

She never does figure out what Dr. Connors wanted on the Ripleys' street, because twenty minutes later, he attacks the Williamsburg Bridge again.

 

-

 

"You again, Jon Snow?"

Sitting on the back bumper of an ambulance with an ice pack pressed against his head and a pressure cuff around his arm, the curly-haired boy who'd picked her up off the pavement during her first encounter with the lizard monster offers her a shrug, seemingly unperturbed to find himself here again. His shirt today advertises the Salt Lake City Pride Parade, 2012. "Hey, Spider-Man. I guess that's just my luck. He's over there, by the way -- you know, where all the screaming and running is."

"Okay, cool," Gwen acknowledges, because she's pretty sure she knows what brought Dr. Connors to this bridge, both times.

She catches a Toyota Corolla before it can smash up against the side of a stopped bus, killing its momentum by swinging it around like a shotput and lobbing it back the way it came, where she hastily flings a net down to catch it. 

All ten feet, hulking muscle, and green scaly body of Dr. Connors bellows at the sight of her, an animalistic sound that comes from deep inside his chest, and charges. He knocks aside an old woman, who stumbles and drops the red-and-white striped cane she'd been using to feel her way in between the cars.

"Oh, how rude!" the woman exclaims. Her white hair is tucked up underneath a gossamer scarf, printed with a purple hydrangea pattern, to protect it from the wind.

She starts tapping her toes against the pavement, hunting for her cane, which Gwen spots just as it skids underneath an abandoned taxi cab, out of immediate reach.

She ducks under Dr. Connors's lunge, and sprints for her.

"Goodness!" the woman yelps when Gwen sweeps her up into a bridal carry, retreating in a sharp bound as Dr. Connors pivots with more ease than he ever had before, raking his claws over the spot where they'd just been. His snarling makes the woman in her arms look around frantically, rheumy eyes flicking sightlessly back and forth. She bumps Gwen's chin hard enough to make her bite her tongue, and Gwen hastily looks for a safe place to put her down.

After a beat, her grip on Gwen's forearms turns appreciative.

"Goodness," she says again, in an entirely different tone. "I rarely ever have the pleasure. What on earth do you do for a living, young man?"

And Gwen rolls her eyes, because even blind women think she's a man.

"Web design," she says dryly, and sets her down on her feet next to a paramedic.

When she turns back, she finds the Doc waiting for her, claws crossed possessively over the top of a sleek black sedan, leaning forward like he's thinking about crushing it with his weight. She doesn't have to glance at the terrified face visible through the back windshield to know who the passenger is.

She edges closer.

"Killing him isn't going to solve any your problems, Doc!" she calls, and his tail whips agitatedly against the pavement. He watches her approach with unblinking eyes. Mr. Ratha twists around at the sound of her voice, his mouth a paralyzed rictus. His hand keeps tugging uselessly at his door handle. "He isn't the enemy, and you know it. He's the puppet."

"Maybe," he allows, and Gwen startles, because she hadn't realized he could speak in that form, that he retained any of himself at all, beyond the urge to hunt and take. Does more of the Doc stay intact with every transformation? His words rumble out of him with a sound like an engine backfiring. "But it would make me feel better. He's been so … smug."

She thinks, abruptly, of that time near the Village theaters, with Todd Rabin the rapist and the man whose name she never caught, how she'd said, _You can't solve violence with violence!_ and he replied, _Then tell me, God, what else am I supposed to do._

She eases another step forward.

"And if he's dead, then you're cheating him out of a very long life of always looking over his shoulder for us wherever he goes. Let him go, Doc."

Slowly, slowly, Doctor Connors lifts himself off the sedan. He studies Gwen where she remains crouched low on the concrete amid a nest of skewed cars, lit by the glow from the floodlights of the circling helicopters.

Then he gets out, "us?" in a hiss that sounds like murder.

She sees the moment he loses control: his nostrils flare and his eyes zero in on her, focusing with the intensity of a predator, and Gwen throws herself sideways off the bridge. Bellowing, he follows. He hunts her all the way back across the docks, and twelve blocks inland. She's hoping he'll run out of energy and start to change back before he loses her scent, so she stays low to the ground where he'll have an easier time of chasing her.

She loses him eventually, though, and can't pick up his trail. She doesn't know if he's entered the sewers again or not.

"God damn," she mutters, because it's back to square one again.

She stops in a Quik-E Mart and buys, like, three bottles of water and a 99c stick of deodorant. The clerk politely does not pass comment; in fact, she doesn't even seem fazed by the mask and the eau-du-sewer that's clinging to her. Gwen really loves New York sometimes.

She finds a dark corner of the parking lot and when she thinks she's alone, she pulls her mask off and drinks a bottle and a half in what feels like as many gulps. She slows down, taking the third one in slower sips, finally capping it and storing what's left in her backpack.

She considers digging around for her phone, but first she needs to address the next order of business:

She digs her fingers into her scalp, scratching hard and releasing an ecstatic noise. She doesn't even care about the bobby pins coming loose from her skull, because scratching one's scalp after it has been under a spandex mask for almost two whole days is probably one of those levels of heaven they only reserve for, like, the really pious saints or something.

Then --

"Gwen?"

That voice -- burnt and rough, like it had been dragged backwards across coals, and Gwen flings herself straight upwards without a second thought, desperate to escape it.

Dr. Connors curls his tail around his legs, settling onto his haunches in a self-satisfied way, grinning up at her with all his razor-thin teeth on display. They look as sharp as the ends of candy canes after they've been sucked on, and his eyes are so flat they look icy enough to skate across.

"Well," he grates out, in a way that sounds absolutely nothing like the man who once gently told her to never feel guilty for protecting herself. "This is quite the surprise. You know, I was under the impression that our friendly neighborhood Spider-Man was male."

"Makes you wonder, doesn't it?" says Gwen from atop the lightpole. "Just how many of history's most lauded masked vigilantes were actually women."

"Is that what you think you are? A vigilante?" He chuckles rockily. "I don't think so. You were always the overachiever, weren't you, Gwen? I don't think you'd just settle for vigilante. No, I think you want to be a hero."

Gwen tugs the mask back on, pulling it down over her throat and hooking it in, for all the good it's going to do her now. 

She's shaking all over, she realizes; fear. Fear goes hot and cold all through her, sending signals to her hands and feet and twisting, knotting gut that make no sense. What's going to happen, now that the reptile in the Doc's head has her identity between its teeth?

He has an answer for her.

He tilts his head at her, considering. "Isn't it true that no hero _truly_ becomes a hero without the drive of loss? Isn't that how these stories go?"

"No," tries Gwen, in this horrible bullfrog croak of a voice.

But he hisses with delight. "Who should I take?" he presses. "Who must die for you to truly be born, hmm? Who must die for you to become Spider-Man? I'm not exactly spoiled for options, am I -- a mother, a father, three delectable younger brothers. You don't get families like that too often. There's too much love in your life. That was your first mistake."

 

-

 

Miles's texts fly in fast and furious, a long stream of chat bubbles coming up one after the other on her screen.

_I don't know what's happening h/o h/o_

_okay i'm gonna disable your notifications this is getting ridicu_

and

_jesus fuck what the fuck_

Two minutes later, she gets:

_Hi this is Ganke. We have no less than seven separate sightings of Dr. Connors, all of them legit. Dude has tots done a Shadow Clone Jutsu._

"Shit," Gwen mutters, resolving not to think about the hows and just deal with what she has in front of her.

Perched on top of a trash can by the side of the street (because this is the glamorous life of Spider-Man,) she texts back: _Have there been any casualties has anyone been injured?_

Someone, Ganke or Miles, answers immediately.

_Not yet. that doesn't mean there aren't any b/c we don't see everything. Some things don't get broadcast on the Internet. weird. Don't ppl know we need to know?_

_Ok. I'm on 7th and Broadway. Where's the closest sighting?_

_Oh man, you aren't going to like this. He just tipped over an armored car on 54th st. Right by the police dptmnt._

Gwen thinks, who must die for you to truly be born, and panic burns electric-hot down to the ends of her fingers. She has to thumb her phone into sleep mode and press the corner of it, hard, against the line of her mouth while her heart skitters out of control in her chest. It lasts only a second, and then her phone vibrates in her hand.

Incoming call. Peter.

"It's an aerial toxin!" his voice crackles out as soon as she picks up. He sounds breathless, excited, the way she's only heard him get about the first drafts of the suit and Rube Goldberg machines and kissing her. "He's created a version of the serum that transmits as an airborne pathogen: it starts the transfiguration process as soon as it makes contact with a living specimen. That's what he's doing! That's what he's been creating in his evil underground lair. He's blasting other people and creating dopplegangers of himself!"

She groans. 

Then, "Stop! Why are you laughing?"

"Because that is some serious mad science!" He has the decency to stop laughing, though. It had sounded a little hysterical, anyway. "Weren't you working on an antidote?"

"Yeah, but I've got it cooking at Oscorp. I can't -- if he's turning _civilians_ into lizard monsters, then I have to --" she stands, spinning in place and raking her free hand over the top of her head. The trash can cover creaks alarmingly under her weight. "I can barely manage a fight with _one_ Dr. Connors, how am I supposed to subdue more than one _and_ get the antidote?"

"Antidote first, how about. Then you can give it to your father and _they_ can work on curing the dopplegangers while you take out Dr. Connors."

It's as good a plan as any. "Okay," she says. Then, "Thanks," and hangs up.

Nodding to herself, she leaps down, taking two large bounds and bending down to spring, webshooter already cocked, when --

When something closes around her ankle with teeth like a steel trap and _yanks,_ reeling her backwards like a wriggling red-and-blue fish on a hook. 

She hits the cement and skids across the sidewalk, bumping off the curb and into the gutter and then she gets her fingers into the edge of a manhole cover and manages to kick herself free. She flips over, scrambling backwards on her heels and elbows, and there's a lizard monster looming over her, tongue dangling from in between its teeth, its eyes enormous and amber-colored. It's not Dr. Connors. Peter was right; this is somebody else, mutated beyond all knowing.

Cars squeal around them.

She tries to fling herself away, out of its reach, but it catches her, pinning her to the ground by her leg and forming a loose cage around her with its talons.

"I know you," comes rumbling out of its chest.

Gwen cants her weight over to one side and kicks out at its muzzle, hard, in an attempt to free herself, but it dodges -- _fast!_ Dr. Connors had never been this fast, freshly transformed; did he do something to the formula when he changed it to become airborne, or do some people's bodies just adapt to the change faster? -- and bares its teeth at her in defiance. Its weight tilts forward again, all of it coming down onto Gwen's leg.

Pain explodes; Gwen shouts out before she can swallow it, and the lizard looms in closer, eyes brightening and nostrils flaring, sensing her fear. She is no use to anyone if she gets her leg broken.

"I know you," it says again.

And Gwen realizes with a cold drop of horror that she knows him, too, recognizes him there in the shifting color of his eyes.

"Officer Hamburg," she breathes.

The racist dickhead, the cop who used his power to pursue the powerless and told himself that _he_ was the one fighting the good fight. The cop she assaulted in Brooklyn, and got a warrant issued for her arrest.

He growls, low and threatening, and confirms, "You got me suspended."

Gwen feels a rush of betrayal, because to be here, to be somebody who got close enough to Dr. Connors to get the serum blasted into his face, he would have had to _still_ be on the force, still be on the payroll, even though NYPD claimed they had a no tolerance policy for people like him. He got suspended. He should have been _fired._

"I'm under investigation. They've got me at a _desk,"_ he spits it out between sharp teeth, tongue flicking over the word like it's trying to expel it with disgust, like that's the worst possible thing he can imagine, like somehow _he's_ the offended party, like it doesn't even occur to him that a desk job is the _least,_ the absolute fucking infuriating least he deserves, after the way he treated Nicolas Rechard, after the way he almost maced Tiffany Shields and her newborn baby.

"And you --"

Gwen scrabbles for purchase, twisting and trying to find some kind of leverage so that she can get free, or get enough distance between herself and his face to use her webshooters, but he just pushes her further into the concrete, his words slithering out of him, aggressive.

"-- it's _your fault."_

He lifts a claw, flexing it a little in order to call attention to it, and then he looks at her in a way that can only be described as appraising. Gwen needs no translation: lizards are a spider's greatest predator.

He strikes, and she cannot, cannot, _cannot_ do a thing to stop him: he grabs her by the leg, the one he isn't using to pin her to the concrete, the way a collector might pin a butterfly to a board. He grabs her leg and _rips._

Gwen screams. 

She screams and she screams. 

Then she has no breath for screaming left, but she tries anyway, mouth gaping and sucking at the fabric of the mask and how can a human body hurt this much? How does the human body have the capacity to hurt _this much?_

The creature that had been Officer Hamburg gouges her leg open, all down her thigh straight to her knee, and his jaw unhinges as he hisses at her with obvious delight.

Saliva drips off the edges of his teeth, and Gwen doesn't need spider-senses to know that his next blow will be the pulse point at her neck.

She has just enough time to think, _this is a really shitty way to die,_ simultaneous with the thought, _who's going to remember to pick up Simon's medication from Walgreens?_

And then a gunshot splits the air.

Blood splatters across the mask.

Gwen flinches, shocked. 

Officer Hamburg straightens up, tongue flicking out to probe at the chunk of flesh now missing from his muzzle. He looks baffled.

His weight lifts off of her, and he swings around. A figure emerges from between the shadows of two buildings, gun held steady and trained right on him and firing: one, two, three, four, five, click and reload, six, seven, and then the lizard loses interest. He wails, the sound garbled around the mess of flesh and bone fragments that is now all that's left of his jaw, and flees, dripping bright droplets of blood with every hobbling step.

 _Run,_ the spider tells her. _Run, hide, go._

She cannot move.

Her rescuer steps into the light; Gwen registers a pencil skirt and nylons, the glint of a diamond pendant at the open collar of her blouse that her father had given her for their twentieth anniversary.

_Mom?_

The word almost escapes her, but she chokes it down, and all that comes out of her is a noise, terribly young and so fucking lost and seeking.

Her mother looks right at her.

And she says, "Hi, Gwenny-bee. The news said you could use some help."

" _Mom,"_ Gwen sobs. " _Mommy."_

She seems to focus, really focus, on Gwen, and Gwen's forced to watch as her face does something horrified and complicated, something hard and soft and angry and scared all at once, and then she approaches at a brisk clip, gun falling to her side. She drops to her knees next to Gwen; her eyes dart to Gwen's leg, and she completely checks out, the same way Peter and Miles had when she climbed through the window with her stomach sliced open.

Gwen forgets, sometimes, that most people go their entire lives without ever seeing serious blood.

Her eyes follow the length of her mother's arm, down to the gun in her hands. "Since when do you know how to shoot?" she asks, with a voice as shaky as marbles.

"Since about five minutes ago," Helen Stacy replies with a strange calmness, and she rips the rest of her magazine from the gun and tosses it aside. "There are a worrisome amount of firearms just lying on the ground. I think most of the mini-Godzillas running around used to be police personnel."

"At least they didn't change much from how people already view them."

"Gwen," her mother admonishes her. The name seems to shock her, because the next thing Gwen knows, she's got her face in her hands, stroking the mask's cheeks with her palms. Pride wobbles at the corners of her mouth.

With a small, involuntary sound deep in her throat, she all but pulls Gwen upright, gathering her close and chanting, low in her ear, "Gwen, Gwen, my girl, my baby girl, my one and only daughter."

"Mom," Gwen says weakly, getting her arms around her mother and hugging her back, feeling very fragile about it. "Mom, my leg, I need to --"

She needs to stop the bleeding, first. There's nothing she can do about the pain but grit her teeth and try not to let it overwhelm her, but the bleeding needs to stop. And she can make a cast for herself, but she needs the space and the time to do so, and she has neither of those right now.

Her mother pulls back, face set in her usual way like she's about to take charge, except then her eyes skip down to Gwen's leg and it occurs to her that she has no idea what to do.

"Mom," Gwen continues, and it's stupid, it's so stupid, just how _relieved_ she feels to have her mother there. "I need you to take your nylons off."

Together, they get Gwen out of the road, taking shelter on the steps of a smoke shop with a sign hanging in the window that says "out to lunch! we'll be back" on the front of a clock face, the hands pointing to a time that was roughly seven hours ago. Gwen's mother shimmies out of her nylons with only a minor amount of awkwardness, and, with some starts and stops, they get them ripped into strips which they use to wrap tightly around the mangled parts of Gwen's leg. Blood oozes blackly down onto the steps, staining through the stone, and she tries to tell herself that it looks worse than it really is, that she can still roll her ankle and wriggle her toes and both of those are minor miracles of intact musculature and she shouldn't be feeling this weak.

 _It's just cramps,_ she tells herself. _Just pretend they're cramps. You've had worse cramps than this, come on, and people always expect you to do shit when you have cramps. You're not going to get out of dealing with Dr. Connors just because someone mangled your leg, geez._

She peeks up at her mother. There's a rust-colored streak on her cheek from where she tried to brush her hair back.

"Are you going to tell Dad?" she asks quietly.

Helen Stacy gives her an even look. She doesn't need to ask what Gwen means. "Do you want me to?"

"No."

"Okay." She finishes knotting a strip of nylon just above Gwen's knee, stretching the fabric out so that it covers as much of her skin as possible. Then she asks, "Who else knows?"

"Peter." Her mother makes a funny face at that. "Miles. Probably Ripley, too, because she helped me build my webshooters and she's kind of a genius. You." She tilts her head curiously. "Speaking of, how _did_ you know?" She has sudden visions of having, like, left the Spider-Man suit in her laundry basket or something.

Her expression turns wry.

"Gwenny-bee, I gave birth to you," she says patiently, her hand straying, seemingly without thought, to cradle Gwen's face again. "I changed your diapers. I bathed you. I took you bra shopping for the first time, did you think I wouldn't recognize you, even wearing a manly costume?" She considers it. "But I guess I didn't know for certain until you stood up to your father. You've never done that before."

Defensive, Gwen scowls. "He wanted to arrest me!"

She chuckles, and knots the last strip of nylon. "I tried to tell him that wasn't going to work. Okay, there, I think you're good. Now we …" she pauses, checks herself, and then defers to Gwen. "Now what?"

"Now I need to make a cast," she lifts her webshooter-clad wrists to show how she's going to do that. "It's only temporary, but it'll have to do. Then I need to find Dr. Connors."

"He's heading towards Oscorp."

The speed and certainty with which she volunteers the information makes Gwen blink, feeling like she's missing something. 

"Oh," her mother says, and tilts her head to the side, digging into her ear like she's got some kind of bad wax build-up. She surfaces with a earbud, the kind that Gwen's father likes to laugh about whenever they appear in cop movies and on shows like CSI, because they're often crap quality, are completely conspicuous, and hurt like hell because everything's either too soft or blasts out hard enough to puncture eardrums. She passes it to Gwen.

"Dad gave you this?" she asks in wonder, rolling up the bottom edge of her mask so she can slip the earpiece inside. 

"I might have liberated it from someone in your father's building," her mother says innocently. "They weren't using it, on account of having recently been transfigured into a giant mutant lizard monster."

" _Mom,"_ Gwen says, in a _oh my god, please don't embarrass me while I'm Spider-Man,_ kind of voice. She finagles the earpiece into place; for a second, she gets nothing. And then a dispatcher crackles a "10-4" in response to somebody else.

"There," says her mom. "Now you can kind of follow your dad's movements."

"Okay." Two priorities war inside Gwen's aching, pain-shattered skull. She reaches out, catching her mother's hands, and focuses all of her attention into speaking. "Okay. Here's what I need you to do. I need you to find Dad and make sure neither he nor any of his officers go anywhere _near_ Oscorp Tower until I give the okay."

Helen's mouth skews. "He isn't going to like that."

"He's going to have to deal. I'm the one biologically equipped to handle Dr. Connors. Dad just has sarcasm and a gun."

Her mother doesn't say anything, just looks at her. The shape of her mouth wobbles slightly.

"What?" Gwen says, with all the innate nervousness of a firstborn child who realizes they're about to see their mother cry.

"How did you turn out like this?" Abruptly, she gives in, rocking forward in order to enfold Gwen in a hug again, pressing into her so tightly it's like she thinks she can imprint herself into Gwen's bones. "It certainly wasn't anything we did. We got so lucky. So lucky. You're a hero. You're my hero." She sounds so wondering. "My baby girl is a hero."

"I'm not," Gwen protests, watery and cracked. "I'm no such thing. I have to clasp my bra in the front and shuffle it around to the back just like everybody else."

Helen chuckles, and pulls back so that she can grip her shoulders and ask her, "Is this what you want?" She tugs at the silver webbed design of the suit. "What you really, really want?"

Gwen doesn't need to ask. "Yes," she says fervently. " _Yes._ This is my brain surgeon. This is my bees in Minneapolis. Oh, Mom, yes. I didn't ask to get bitten, in fact, I was being used, but once you see what you can do --"

The mask fits. The suit fits; everything that Peter built like it was architecture and everything Gwen wove together like a beautifully symmetric web and everything the people of New York _gave_ her, and Gwen can't imagine ever turning that down, that strength.

"Good," says her mother. She squeezes Gwen's shoulders one more time, and then she stands. She brushes grit off her knees and straightens the hem of her pencil skirt. She smooths down her hair, forgetting about the dark-colored blood stained in her cuticles and knuckles. "I'll talk to you later," she promises, and smiles down at her. "Good luck, Gwenny-bee."

"Thanks, Mom." She watches her mother descend the steps, brisk, and calls out after her, "I'll try to stop by Walgreens on the way home to pick up those meds for Simon, okay?"

Helen Stacy lifts an acknowledging hand.

"And I'll call you if I need anyone else shot!" 

And disappears from view, leaving only her laughter trailing behind.

Gwen will give her mother this: when she wants to get shit done, she will get shit done. It's probably why they pay her the big money. In the time it takes Gwen to create a mold, cast it with careful application of her webshooters, and apply it to her leg to act as both crutch and armor, Helen Stacy has already located her husband. Her voice comes through the earpiece, shortly delivering the command to steer clear of Oscorp Tower.

Then, suddenly, while Gwen is carefully scaling the smoke shop building, moving far, far slower than she would like and breathing through the pain, her mother speaks into her ear.

"Gwenny-bee," she says, startling her. Her voice is low, like she's whispering to something she's caught under a bushel. "I know yours isn't a two-way, so you can't reply, but I just wanted to let you know that I moved everyone else to a different channel, so all you're going to hear is us. We'll keep you updated, okay?"

"Okay," Gwen answers, and hauls herself up onto the roof.

Oscorp Tower sits visible amongst the other skyscrapers that make the famous landmarks of Midtown Manhattan, an enormous, green-lit obelisk of a building. Ripley's favorite joke is that Norman Osborne always wanted to have the biggest dick on the Manhattan skyline, but the city wouldn't let him.

Gingerly, she eases herself into a standing position. She starts to put her weight on her bad leg, and whimpers, quickly shifting back to the other one.

A news chopper circles overhead. Its searchlight glances off of her eyepieces, briefly turning her vision to nothing but stunning fractals.

"Oh," says her mother. "I see your problem."

Her voice rises.

"George! Who's the construction foreman for the Oscorp business district?"

"How the hell should I know?" her father's voice returns, further away but still audible. Then, a beat later, he adds grudgingly, "Joshua Coleman."

"Thank you. Can you get his number for me, please?"

She puts the man on speakerphone. He's indignant, fast-talking, all New York bluster, and he's very unimpressed by the fact that Helen Stacy is a police captain's wife, up until he is.

"I'm not risking my men and my equipment!" he says hotly.

And, in Gwen's ear, her mother says, soft, "Mr. Coleman. Spider-Man is somebody's baby. And that somebody wants him to come home." She waits a beat for that to sink in, and then asks, "Do you have children?"

"A son," the foreman admits. "He's five." A pregnant pause follows. "His name's Jack."

"And wouldn't you say that it's our responsibility, the very _least_ we can do, to do everything we can to get our children safely home?"

Five minutes later, Gwen wobbles upright.

"You're kidding me," she says in startled disbelief, as a row of construction cranes rise up into view all across the Oscorp business district, appearing in between buildings and hiking themselves around so that, suddenly, a path materializes, one she can swing from easily. "No way."

In her ear, her father says, low, "I should have you write more of my speeches."

"You should," Gwen's mother agrees, like she's saying something else entirely.

"Next time you see that Spider-Man," interrupts the foreman, for which she's weirdly grateful for, because she's pretty sure she was just about to listen to her parents kiss. "Tell him to be careful of what stringy stuff he leaves all over my cranes, yeah?"

"They're water soluble, oh my god!" Gwen yells, though of course no one can hear her. "If they bother you that much, get a squirt bottle!"

 

-

 

Dr. Connors isn't hard to track: there's a starburst break in the south face of the Oscorp building, as obvious as a bulls-eye in an ACME cartoon.

Everything is quiet when she slips through the hole, landing without sound in the carpeted hallway outside the door that leads to the super-spiders' observatory. She looks at it and a shiver runs down her spine, remembering that peculiar glint in Mr. Ratha's eyes when he said, _I'm a big fan._

The fire alarms are flashing, but there's no noise, and Gwen picks a direction, keeping herself crouched low and her footfalls dead silent, hoping it makes her less of a target.

And then, from up ahead, she hears it: the slow tread of a heavy body, the slithering drag of a tail against the linoleum. Lizards aren't really made for bipedalism. Whatever Dr. Connors is doing, he's being slow and careful about it.

All of Gwen's spider instincts yell, _Lizard! Run away!_ and the human part of her goes, _we need to go that way!_ and she picks up her feet and sprints the rest of the way down the corridor, letting the spider think a number of unhappy things about it and try optimistically to steer her towards dark and cozy-looking corners where she can hide.

Then Dr. Connors speaks, startlingly close, and Gwen forgets everything else.

It's that deep, rock-gravel voice, scraping out over vocal chords gone thick and mutilated with growth, and Gwen slips sideways through the door into the main laboratory, stepping on the empty fire extinguisher in order to get a grip on the wall and slink upwards across the ceiling, so she tunes in only to catch the tail end of, "-- Parker, all grown up. Look at you," and it comes out in a craggy chuckle, menacing and low. "Do you know how many years of my life I lost because of your parents' selfishness?"

"Dr. Curt Connors?" says Peter with shock, and suddenly, everything _happens._

They meet in the middle; Gwen dropping from above, Dr. Connors surging up from below, Peter caught behind a row of stools with only the wash basin as a shield, and she catches a glimpse of wide, brown eyes and very fragile bones before she drives heels-first into Dr. Connors' muzzle, propelling them both into the floor with a crash that makes glass rattle in every corner of the lab.

She rebounds, rolling to the side, and sees Peter move, a half-beat late, and -- oh, there's where the fire extinguisher went, smart boy -- he directs the stream directly at Dr. Connors just as he lifts his head, eyelids peeling back in time to catch the blast.

He bellows with pain, rearing back and twisting his head away to cover his eyes in a shockingly human gesture. He lashes out with his other arm, talons extended --

\-- and then Peter takes a step backwards, the extinguisher dropping from his hands and dribbling foam across the floor, and --

\-- there are three black lines on his chest, swelling darkly red even as she registers what and where they are, there underneath the torn fabric of his shirt.

"Gwen?" he says, sounding very small and very lost, touching his chest with confusion. 

His fingers come away red and wet, and Dr. Connors catches him blindly with another glancing blow, sending him crashing down with a noise that makes her think of matchsticks cracking, and Gwen's mind whites out with terror, a sound like television static filling her head.

She screams -- she must have -- and launches herself forward. 

There's no plan, there's no room in her brain for planning, just a panic that feels like noise, spreading through her head like the pins and needles of a limb that's fallen asleep and is trying to wake back up. She lands on Dr. Connors's head, grabbing hold by hooking her fingers into whatever looks sensitive; she gets a thumb in the soft membrane stretching over his ear and another into his eye, fingers digging into his jaw. His eyelids are rimmed in hoarfrost, a grey-white starburst radiating across his skull from where the main blast from the fire extinguisher hit him, and under her grip, the last remains of his lashes peel away. He thrashes, trying to throw her off, but she counters by throwing her weight in every direction like she's trying to lead a horse by the bit.

Bellowing in pain, he pitches forward into a somersault, and she quickly lets go to avoid being crushed under his weight.

They both land on their feet, squaring off to face each other.

Peter is still. Gwen strains all of her senses toward him, but she cannot -- cannot --

The Doc's flat, lizard eyes thin. She sees nothing of Dr. Connors in him, not even his eye color. She thinks about the way he'd said, _who must die for you to be born?_ and the way he said, _there's too much love in your life,_ and then she thinks, bizarrely, about his newborn child, about his five-year-old son. Where are they right now? What are they doing? Are they safe?

"Gwen Stacy," he rumbles. "Spider-Man. How is it that you maintain your mutation and I -- I am not adapting?"

"I don't know," Gwen answers. "You'll have to ask Norman Osborne about that, sir."

Behind them, Peter chokes on blood -- a wet, horrible sound, and the Doc's eyes flick towards him for a fraction of a second. Gwen starts to spring forward, rolling all of her momentum down into the balls of her feet, intending to take full advantage of it, but the Doc only says, "hm," and ducks underneath her leap. He skitters away before she can correct, disappearing around the desks and further into the lab.

Gwen wobbles on her landing, torn between chasing after him and checking on Peter, and then Peter coughs again and she is at his side with no clear memory of having made the decision to be there.

"-- you idiot, you moron, how can you possibly be so stupid --" she tunes back in to hear herself cursing, over and over again, grabbing at him. He tilts his body into her instantly, his hands snatching at her suit and dragging her forward by fistfuls, trying to arch so that none of his blood smears across the floor. His teeth are stained, and his eyes are very clear when he looks at her.

Gwen chants, "fuck, fuck, fuck, _fuck,"_ because had she bled this much, when Rosa the unstable mother had cut her open with a serrated knife? Surely she must have bled this much earlier, after Officer Hamburg ripped her open, but it's entirely different when it's somebody else's blood.

She doesn't think about her own leg. It doesn't even occur to her. This is Peter.

Peter is only human.

"Don't you have little brothers?" he goes, worriedly. "Should you being saying these things?"

" _Shut up,"_ she spits out viciously, and disentangles them so that she can launch herself across the tables; open files scatter and a bunsen burner tips off the edge, the glass shattering on the floor, but Gwen doesn't care, wrenching open drawers and scrambling through them upside down to find something, anything, _anything --_ "You don't get to talk, I thought he _killed_ you."

And Peter, the fucking bastard, laughs.

"I wasn't worried," he tells her, closing his eyes and settling in, like he fully intends on just taking a nap on the floor. "Not when I had a hero here to save me."

For a very brief second, she contemplates stabbing him with a pipette. It seems fairly counterproductive, though, so she doesn't, and he tilts his head in her direction and calls, "Hey, if you find a needle, you could sew me up!"

"I don't know _how!"_ Gwen wails. 

She is so fucking angry and she doesn't even know _why._

"I'll teach you," he promises easily, and she thinks she might finally understand why Peter and Miles were so freaked out when she tipped in through Peter's window that day and promptly bled all over them. It is absolutely, totally another story when it's not your own blood. "It looks complicated, but it really isn't. If you just find me a needle, I can probably do it myself, too, you know."

Okay, Gwen, focus. This is an Oscorp laboratory: there is sterile equipment everywhere. If you can't find a needle, repurpose something.

"What were you even fucking _doing_ here?" she demands.

"Mad science," his voice replies from the floor. And then, when he doesn't elaborate and Gwen's silence turns incredulous, he becomes defensive. "You were busy! I wasn't going to bother you."

"How did you get in?"

HIs silence is shifty. "I … kind of stole a badge."

She takes a closer look at him. There is, in fact, a laminated badge pinned to his chest. It had belonged to one of the new summer interns.

"Last I checked, Rodrigo, that was illegal." An idea grabs at her, splattering sudden and bright across the scattered, panicked noise inside her head. She pivots on her heel, leaping across two tables and peering underneath them, until -- _there!_ He hadn't taken it with him when the alarms sounded, good man.

"It was something I could do," Peter's saying when she lands back at his side, dropping the craft bag into her lap and digging through it. "You're always talking about how -- like -- if you _can_ do something, then you should, and I could do this."

"Do what?" she says blankly.

Shakily, he lifts a hand, and points in the direction that Doc Connors had gone. "The Genali device," he says. "My parents … their notes said it was invented as a way to disseminate an aerial toxin over a mile-wide radius."

Just like that, the puzzle pieces shift, rearrange, and fall neatly into place. "He plans to convert the entire city," Gwen finishes, hushed in horror.

Peter's mouth quirks without humor. "The lonely old man doesn't want to be the only one of his kind."

It startles Gwen, making her flinch like he'd swung a very bright line around to shine it in her eyes. She hadn't thought once -- not even once had she thought about what it would be like if she wasn't the only Spider-Man, if there were more people willing to share her powers so that there was never a moment when there wasn't someone on guard, for whenever New York City needed them.

But that's the very first thing Dr. Connors wanted to do? To create more people like himself; superhuman, without weakness -- creatures with immense genetic longevity, reptiles who've been building themselves and adapting for millions of years, all of it leading to this point, this point where Dr. Curt Connors says, _this isn't just for me, this is for everybody,_ like it's a gift he can bestow before Mr. Ratha and Norman Osborne stop him?

"Don't do that," Peter doesn't seem to need to be told what she's thinking. "You're nothing alike. When Dr. Connors got all that power, his first instinct was to control and to dominate and to procreate. Yours was to help."

Peter Parker, always with the words that trip her. He is the one thing she will never see coming.

"Oh, hey," Peter seems to have finally focused on what's in her hand. "That's perfect. Where did you find that?"

"Huh? Oh, it belongs to one of the lab techs. He likes to knit while we're waiting for centrifuges to stop spinning. I know it's not perfect, but --"

"No, it's great, you're perfect and I love you." He gets his elbows under him and tries to shove himself up, and Gwen's stomach drops out at the way all the color just drains from his face. She gets her hands under him, taking all of his weight like he's nothing more than a doll. "I'm fine," he goes, correctly guessing what's all over her face even though he can't see it, and that's rich, coming from someone with blood on their lips. "I got this. You go do your thing. I'll sew myself back up and I'll scream really loudly if he comes this way again, okay?"

Slowly, Gwen lets go of him.

He catches his fist over her heart, over the stylized spider that guards her sternum.

"Take care of yourself," he tells her. "I'm personally and financially invested in you now, Spider-Man, remember that."

"You know, I always wondered which one of us you loved more," Gwen replies, aiming for airy and missing by several miles.

Peter's chuckle is weak, and wet, and a desperate fear shakes Gwen straight down to her core.

"Don't die, okay?" she says, and her hands find Peter's face without deliberate direction from her brain, holding him still and tilting herself down so that she can press their mouths together through the fabric of her mask -- his mask -- their mask -- whatever. She rests their cheeks together after, for a moment, and he puts a hand around the back of her head and returns, "Yeah, you too."

When she leaves the lab, it's at a dead run, all of her senses stretched out to track Dr. Connors, and so she doesn't see how Peter's body sags after she's gone. She doesn't see him set the needle aside and promise himself he'll do something with it in a moment, just a moment, after everything stops hurting so much.

Just a moment.

The blood on the floor is very scary.

 

-

 

He doesn't let her fall.

Her webshooters have shattered, one ripped completely from her and the other cracked in two jagged halves, both useless, and when she plummets and tries to catch herself, hands scrabbling, her wrists tell her in no uncertain terms that if she tries to put any weight on them, they will break and she won't like it. There is nothing but the air and the fall, the sight of particles of blue caught on the wind, the Manhattan skyline.

And then Dr. Curt Connors does the one thing that might, in turn, save his life: he shucks the lizard brain and catches his seventeen-year-old high school intern before she disappears over the side of Oscorp Tower.

 

-

 

They rest, feet braced against the edge like infant birds who've realized the fragility of their own nests for the first time, a sudden awareness of height. The Doc blinks slowly, swampily, and his flesh-colored toes curl until the human bones show through.

He looks out across the latticework of city lights and says, "I always did love this city."

Gwen has her mask in her hands. She absently presses her thumbs against the eyepieces. Her wrists feel like they've been spun from sugar, ready to crack apart at a single touch. She has no idea where her earbud went.

There's blood on the mask -- from Peter's mouth, she thinks, where she kissed him. There are flakes of blue antigen, too, and green-hued scales caught in the web design.

"I don't think anyone can stop themselves," the Doc continues. "Not after they've been here. Not after they've been to some $10 show in the Lower East Side that changed their lives, or visited the perfect bookshop, or went to the best underground club and took a stranger to an art museum the very next day. Not after they've watched the sun set over 42nd Street."

Gwen puts her back up against the remains of the parapet, drawing her legs up to her chest and hooking her arms around her knees. "But," she says, after a little time has elapsed and he doesn't add anything more to the list. "Don't you commute in from, like, an hour and a half away?"

"Well," he admits. "Sometimes I hate this city so much I can't stand it, either."

She isn't going to pretend she understands that one, not after all she's been through since the day one of Oscorp's super-spiders bit her on the back of the neck. They share another silence. They might as well be waiting for a centrifuge to stop spinning, for the computer to finish calculating the proposed results of a test for Fred and Wilma.

The Doc quirks a rueful smile, looking out across Midtown again. "I wonder what I'll miss the most."

"The macarons from Ripley's family's cafe," Gwen deadpans, and it makes him laugh, raspy like he'd swallowed sandpaper to make it. He nods at her in acknowledgement.

Then, without a single pause to change from funny to serious, he says, "You'll watch out for them, won't you, Gwen? I'm not asking you to. I don't have the right to ask you for anything, I know that, I just …" He pauses, and she waits him out. There are sirens wailing, somewhere, but she can't tell which direction they're coming from; her head feels full of static, rattled, and she wants nothing more than to check on Peter, and her mother, and maybe get her leg cleaned up, then crawl into bed and spread her toes against her comforter and tuck her blanket under her chin and sleep. "I just want to know that after this, the city will still have a Spider-Man."

Gwen thinks about it.

But not for very long.

"Of course it will," she says finally. "Can't get rid of me that easily, sir. Responsibility, integrity, resourcefulness --"

"-- the Oscorp way," he finishes with her, and then his body ceases to hold him upright.

Gwen doesn't think, just straightens out her legs and lets him collapse into her, putting her hand on his bare shoulder as he draws his knees up, shivering down to his blue-tinged fingers and toes. He curls into the warmth of her body the way one of her brothers might. He pillows his head on her thigh, and since it's not the thigh with the cast over it, she doesn't try to move him.

"Please don't take this the wrong way, Gwen, my dear," he says, in a voice that sounds as old and frail as yellowed newspaper, sounding so far removed from the lizard creature that it's hard to imagine they're the same person, except Gwen has the scales shed across her suit to prove it. For a beat, she thinks he's talking about the contact, because he is old and naked and she's trying to be mature about this, really, but she's not blind and this is so much more than she ever wanted to see, but he continues, "but I'm so very, very glad that you exist. That Richard and Mary and I … well, that we got something right, at least."

And she is. She is the living, breathing proof of it. Cross-species genetics.

She contemplates just leaving him here, and going down to sit with Peter instead, but Peter has a lifetime of people who will love him ahead of him, and Dr. Connors is looking at nothing but the inside of a jail cell, and the chance to see his kids through bulletproof glass.

 _Everybody,_ she thinks of Ripley, of Penelope, of Aunt May and Miles and the college brochure in Peter's hand and the look on MJ's face when she lashed out with her fist and Philip racing down the half-pipe at the skate park. She thinks of Ms. Young and Ms. Ngiwidi and Fatima in her wedding dress. _Everyone's worth saving. Even you, Doc._

She stays.

He says, "good," one more time, and then says nothing else, just breathes unsteadily and shakes in his bare, human skin as the sirens draw inexorably closer.

 

-

 

They keep all of Dr. Connors' victims, both direct and indirect, in a special makeshift ward hastily set up at the Roosevelt, and nobody's allowed to visit them except for immediate family. There's no estimate on when that quarantine will lift.

There's no news about survivors. There's no news about the personnel who'd been infected, transfigured -- whatever that had been.

Gwen hasn't seen Peter since she left him bleeding on the floor in the lab.

For appearance's sake, she still has to attend school the following day. Attending is the bare minimum of what she does; she doesn't bother with make-up or anything more complicated than her most worn pair of flip flops and the same yoga pants she used to practice webslinging in, before the suit. Underneath them, her mother had helped her wash out her wounds and bandage them up; Gwen had sealed them up with another webbed cast, so they've stopped bleeding, but that doesn't mean her leg is very happy with her for putting any weight on it.

She grits her teeth and, half-way to second track, is physically forced to stop and hold herself up against the lockers. Tears blur through her eyelashes, a hot, frustrated burn forming a column in her throat, and she brushes them away.

Last night, she saved Manhattan from a biological attack with this leg. She can fucking get to Junior Art.

A hand cradles at her elbow.

She looks up.

"Come on," says Flash. "Put your weight on us."

"You've got Art now, right?" Penelope asks. She's wearing her hair down today, held in place with a headband that seems to be made entirely of little sequin planet shapes. She looks like Snow White, if Snow White wore ironic hipster glasses and Converses with music notes drawn on the toes.

"I'm fine," Gwen tries to insist, even as Flash tilts her towards him and Penelope ducks under her armpit on the other side. "I just --"

"It's okay," Penelope's voice is gentle. For some stupid reason, it makes Gwen's chest and throat ache even more.

"We're not stupid." Flash has an arm around her waist, and between the two of them, they have Gwen lifted enough that she doesn't have to put her bad leg down. She'd been trying not to show that she was favoring it, because she didn't want to draw attention to herself, but it's a little too late for that now. They start walking. "We heard about Parker. He might be getting all the attention and shit, but we know there's no reason he'd be there but for you."

Penelope peeks at her shyly. "That was really brave, what you guys did. You know, for Spider-Man."

"I didn't do anything," Gwen says.

"Of course you didn't," and, with his free hand, Flash pulls his jacket open far enough to show the Spider-Man badge still pinned to the inner lining. He smirks over at Penelope, who does the same.

They don't leave her side for the rest of the day.

MJ joins them at lunch, takes one look at Flash, flips her hair, and immediately slam-dunks him into an argument about Second Amendment rights, which Gwen is pretty sure he's never thought about critically for longer than two minutes before in his entire life, beyond what had been narrated to him on Reddit. Although, she corrects herself, watching his eyes flash like he's just imagining lifting MJ and throwing her into the fountain -- his de facto method of ending arguments -- he _did_ score the same as her on the SHSAT.

The next day, her mother sends her to school with a note to get her out of B track, so she goes home at lunch, downs a codeine pill that she has leftover from her wisdom teeth surgery two years ago, and watches eight consecutive episodes of Mythbusters on Netflix. (She might have, in one of her weaker moments, paused it and loaded _Million Dollar Baby_ instead. It's not quite what Dr. Connors described, but she supposes that's his memory, being selective.)

Whenever anybody gets shot or stabbed in the shoulder or the leg in movies, it's always played up as a great relief, like, oh, look, they didn't hit anything vital, a little bullet wound isn't going to stop our rugged hero!

In reality, getting wounded fucking _sucks._ It doesn't matter where.

She'd been lucky, before -- she knows that now. When Rosa had stabbed her, most of the blow had been deflected by the angle of their bodies, the padding of Gwen's suit, but Officer Hamburg had torn straight through her clothes and skin like it was nothing. She has to heal all of that on her own. She has to heal it without her father getting suspicious, without any of her brothers seeing her. She can't go to the hospital: who knows what they'd find in her blood if she did.

She looks up physical therapy routines online. Her mother helps her change the bandages every day. 

She holds Gwen's face between her hands, after, and kisses her. Kisses her all over her face, once, twice, seventeen times, one kiss for every year she's been alive.

She says, "I am so proud of you."

The fourth day, after, Howie comes in and shyly asks if he can cut her hair, and that makes her smile and sit up. He'd done it a lot when they were little, back when he just wanted Gwen to have a shaggy boy's cut just like the rest of them, but he'd stopped once it started to dawn on him that most little boys don't like cutting their big sister's hair. She thinks about asking him for the boy's haircut again, thinking of how much easier it would be to get it under the mask, but she's too fond of it.

"How about just around the shoulders?" she offers, "and do my bangs?" and Howie nods. He cuts her hair perfectly straight, and they talk, really _talk,_ for what seems like the first time in a very long time.

She goes back to school, and sits with Flash and Penelope and MJ at lunch. Penelope has her laptop, and she shares her headphones with them so they can listen to the demo track of the Gangnam Style/Cotton-Eyed Joe mash-up that she'd made, while behind her, a cluster of underclassmen talk about how Spider-Man has been AWOL since the Oscorp mess. She wonders if Miles, who has more or less been in charge of her entire online presence since the whole mutant lizard monster debacle began, is waiting for her to give him the OK before he issues some kind of statement for her: if she decides she doesn't want to come back, he can organize something to that effect.

It'll be months before Gwen's back to anything resembling her usual routine, she knows that. She will, though.

She'll adapt to having a weaker leg. She'll learn to mask it.

This is Spider-Man's city. She isn't going anywhere.

 

-

 

She doesn't have to go to work that weekend, on account of, you know, Dr. Connors going prehistoric and destroying everything. Norman Osborne issued a statement the day after the incident, she heard, but she doesn't care enough to find it.

Instead, on Saturday, she goes to the Ripleys' Parisian cafe.

It's a busy spring day and the front door has been propped open to the sidewalk, and the placemats on the delicate wrought-iron tables lift with every breeze. Gwen passes a chattering Iranian couple carrying an infant in a car seat on the way in. She spots the familiar duck of a head at one of the tables in the far back, which is, of course, crowded with two different textbooks and a tablet.

She stops and buys a macaron from the display case, choruses a cheerful greeting to Mrs. Ripley in the back, then joins Ripley.

"Hey, Gwen," she goes, jaw cracking around a yawn.

"Hey, Ripley." Gwen maneuvers herself into the chair with only minor difficulty. "I got your text, what's up?"

"I have a present for you." She pushes her chair back and rummages in the bag by her feet. She surfaces with a package, shoebox-sized and crated up the way some people pack china, which she passes across the table. "This in no way contains illegal drugs, by the way, just in case anybody was eavesdropping."

They look around, though of course no one is.

When Gwen pries up the lid, she finds a brand new pair of webshooters nestled in among red-and-blue tissue paper (well, that's subtle,) and gasps. She hadn't asked. She hadn't even thought to bring it up. She picks one up and slips it on, strapping herself in with the ease of familiarity. The weight is a little different, and it presses into the places that blistered differently, but to Gwen, it feels like being able to breathe again after fighting a particularly nasty headcold. She hadn't realized how much she missed the security of them.

Ripley watches her flex her fingers over the controls, then says, "I reinforced them, so hopefully the next time you fight a giant mutant lizard monster at the top of Oscorp Tower, they don't get so easily crushed."

Gwen looks up sharply, meeting the single eye of Ripley's that's pointed in her direction. The other's pointed somewhere towards the wall. Ripley grins, and Gwen, thoroughly without meaning to, finds herself grinning back.

"Thanks, Ripley," she says quietly. "I couldn't have -- I couldn't have done it without you."

Or her mother, or her father, or Peter, or the way the entirety of New York City came to her and pulled her into the shape they needed her to be.

"Are you going to patent them?" she asks curiously, slipping her wrist free of the webshooter and returning it to the crate.

"I might." Ripley considers it. "Just to get it done before somebody inevitably tries to copy it. You know, get a woman's name on the patent first, that'd be nice."

"You definitely should," Gwen agrees, and takes a bite out of her macaron for emphasis. She chews, simply enjoying it (say whatever you want about Ripley's adoptive parents and their sojourn to Paris, but they definitely picked up the ability to create an excellent treat,) and when she looks up, she finds Ripley watching her with an immense kind of fondness in her eyes.

"What?"

"Nothing," Ripley shakes her head. "I'm going to miss you, you know. And I'm going to miss living somewhere … somewhere that's Spider-Man safe. It just isn't going to be the same."

The macaron goes down her throat, hard as pebbles.

"Are you going somewhere?" she gets out, fighting off a dark swamp of disappointment. "Where are you going?"

"Well. I'd kind of been hoping to get a position in the Oscorp labs, but that's pretty much just -- _pfft,"_ she wrinkles her nose up and blows a raspberry, like that's all it takes to sum up Dr. Connors and everything that happened. "So yeah, that tanked my education plans. So I -- put in a transfer to Ohio State."

Gwen's so startled that the only thing she can do is throw her head back and laugh.

Ripley points her tablet pen at her warningly. "Hey, don't laugh, Ohio is --"

"A powerhouse, I know, I know."

When it's time for Gwen to go, she wads up her napkin and picks up the crate with her new webshooters in it and she hugs Ripley good-bye, holding her tight across the shoulders and squeezing, hoping somehow she can take all of the gratitude she feels and press it into Ripley's bones, so that no matter where she goes, someone will look at her and just _know,_ somehow, that she's important to Gwen Stacy, that she was Gwen's favorite coworker, that she helped, without question or hesitation, to give Spider-Man her most valuable possession.

She's almost to the door when a thought occurs to her. She stops, turns, and limps back.

"I give up," she says. "If this is a rude question, feel free not to answer it, but I'm curious and I really want to know."

Ripley lifts her eyebrows encouragingly.

"What's your first name?"

This earns her a surprised look. "That's what you want to know? My first name? You don't care about my real last name?"

Gwen doesn't see why she would. "I know the Ripleys aren't your biological parents, if that's what you're asking. They kind of let it slip the other day. But if you don't want me to know your last name --"

"I'd really rather not."

"Then I don't need to know," Gwen says immediately, holding up a hand and taking a step back. Ripley's looking alarmed, and her eyes do a quick flick from her face to her leg and back again. "Forget I asked."

She turns to go. They must have the _Amelie_ soundtrack continually in circulation, because it's playing again; the cheerful sound of a French accordion piped in from above.

"Gwen," says Ripley quietly. She stands, and Gwen stops to take her in; the soft, short brown hair and her off-center eyes and the masculine jaw. She extends her hand, which Gwen immediately shifts the box of webshooters around so that she can shake, like they're meeting for the first time.

"I guess, since I know _your_ name," and the way she says it, Gwen knows she isn't talking about Gwen Stacy. "You can know mine."

A pause. Gwen waits.

"It's Harry. My name is Harry."

 

-

 

That following Thursday, while she's sort of idly listening to her mother paint rocks with Simon and Philip to put out in their allotted garden space on the rooftop terrace and feeling intensely nostalgic for the days when she did the same thing, her dad comes to stand in her doorway, clears his throat, and says, "Gwenny-bee, can I talk to you?"

"Yeah, sure," she goes, shoving her notebook and pencil into her Algebra textbook to hold her place and sitting up. 

Her dad comes in and sits on the edge of her bed. He rubs the heels of his hands together, slowly and methodically, like he's trying to get sticky glue residue off his skin. He's clearly trying to line his words up into the right order.

"Listen," he says. "I don't pretend to understand it, but I'm willing to acknowledge that Spider-Man has become a very important symbol to your generation, and --"

He scratches at the back of his neck, still looking anywhere but at her. Gwen doesn't know what her mother told him, or has been telling him, but he hasn't mentioned Spider-Man once since they arrested Dr. Connors. She'd stayed with them while they wrapped Dr. Connors in a blanket and put him in the back of a squad car, and then she'd slipped away -- there is still, after all, a warrant out for Spider-Man's arrest. Her father hasn't made a peep about it.

"I guess I just want to know, and you kids are more likely to keep each other up to date than we are. Have you heard anything? Is that kid okay?"

"Who?" Gwen blinks, thrown. "Spider-Man?"

"Yeah. Is he okay? Did he make it? He looked pretty beat up, last I saw him."

She looks at him. In some other part of the apartment, she hears Philip complain, faintly, _what the hell is that supposed to be?_ And in that moment, Gwen Stacy loves her father more than anyone else alive.

"He's okay," she confirms, smiling.

Her father's shoulders relax.

"That's good to hear," he says. "God knows none of us could have done what he did."

He stands.

On his way out the door, he turns, drums his hands on her doorframe, and adds, almost casually, "Oh, and by the way. They're taking visitors at the Roosevelt, starting tomorrow." He looks at her knowingly. "That Parker boy was asking for you."

 

-

 

Uncle Ben's sitting in the chair at the bedside, his arms folded over the paunch of his stomach, watching the movement of the city outside the window. Everything is quiet and a little cold, the way it is in hospitals, and Gwen's heartbeat slows automatically to meet the beeping of the machine behind Uncle Ben. All the furnishings in the room are some shade of mint green, from the chair he's sitting in to the privacy curtains around Peter's bed.

He looks up when Gwen shadows the doorway, and his face crinkles into a welcoming smile. "If you're looking for the attractive quarterback," he says, and Peter startles at the sound of his voice, craning his head around to see who his uncle's talking to. The four other beds in the room are empty, their pallets bare and machines dark. "I'm afraid he's in the room two doors down."

"Oh, darn, I missed my chance," she sighs regretfully. "Well, what about this one? Is he available?" 

"I don't know. Peter?" Uncle Ben makes a show of turning towards the bed. "You know what your aunt would say."

"She would try to tell you that I have genital warts and that I drool in my sleep and you could do so much better," Peter informs her as if by rote, and Uncle Ben rocks back in his chair, laughing and saying, _I knew I married that woman for a reason,_ but Gwen isn't really listening to him. 

Peter stretches his hand over the guardrail, reaching for her, and she steps towards him instantly.

His grin falters when he catches her limp, his gaze flicking down and back up, his eyebrows scrunching in concerned question.

She shakes her head at him. The bandages on his chest are translucent with gel, sticking to him, but they're clean: the color in his face is good and she can sense the steady pump of his heartbeat, there at the skin of his throat.

He catches her fingers and tugs her the rest of the way in. When she quirks her mouth at him questioningly, he gives her the barest of nods, which she takes as her permission to lean down to him and kiss his mouth.

Affection bubbles up through her, tightening her throat like a valve, and she'd thought that when she saw Peter again, she'd want to hold him still and kiss him until her teeth ached and she could taste herself at the back of his throat. Okay, maybe she still does, but not right now. Right now, it's enough to have one hand in his and one hand on his face and his inhale against her cheek and the way he presses up into her kiss like everything in his body is reaching for her, all at once.

When something inside of her just _settles_ like it's curling all its legs up, she blames the spider, which wants to weave a web for this boy.

"I hear you're famous," she murmurs when she pulls away, shifting her bag around so she can sit on the edge of the bed. "Coming to Spider-Man's rescue and all."

"My New York minute," he admits ruefully. "And I get to spend it with canned peaches from the cafeteria and this lout." He jabs a thumb at his uncle.

"Hey," says Uncle Ben, without heat. "You just watch me. I'm going to have a few stern words with Spider-Man the next time I see him. Putting my only nephew in danger like that."

"Uncle Ben," Peter says fondly, and his smile crinkles through to his eyes in such a way that Gwen can instantly tell they're related. It's that smile, which he tilts up to Gwen, the sparkle of humor in his eyes. Peter inherited the best of his family's smiles. "Don't, he's quite the hero."

Uncle Ben gives a chesty _harumph_ to show what he thinks of that, but Gwen kicks off her slippers and swings her legs up, settling her weight against the pillows by Peter's head. He leans against her hip.

"I don't know, Spider-Man's all right," she allows, and touches the top of Peter's head. "But I don't have to look very hard if what I want is a hero."

"Gwen," Peter protests. "Literally all I did was hit a lizard with a fire extinguisher -- he wasn't even a small target! -- and then I promptly got sliced up like I was an incompetent white person in an informercial. That's not very heroic."

"You figured out his plan," she corrects.

He doesn't answer, just nudges the crown of his head up against her ribs. She pets him, feeling astonishingly at peace.

"What amazes me about the whole thing," says Uncle Ben quietly after a moment. He's looking out the window again, good enough to try to give them some kind of privacy without doing anything obvious like get up and leave the room. "Is that nobody died. Did you hear that? They're saying it's true. All that destruction, and not a single person died. Isn't that something."

He unfolds his arms and refolds them, settling in.

He says, "Maybe those words won't be so stern after all."

She can feel Peter's smile.

A few minutes pass in easy silence, and then Gwen's phone rings and spoils the moment.

She sighs and fishes it out of her bag: Flash, of course, because that's Flash's timing.

She picks up.

"Hey, girl, where you at!" he calls into her ear, like he's hailing her from across a lake instead of across a perfectly adequate phone connection. "I got the little man here with me for some studying. Why didn't you tell me he took the SHSAT? Why am I always the last to know these things? Anyway, we got you one of those funny Clint Eastwood drinks from that cafe you like, so why aren't you here?"

"I'm at the Roosevelt," she replies.

She can tell he gets it by the way he goes, "Oh."

He's quiet for a moment, and Gwen sighs preemptively, knowing he's going to ruin it. Sure enough, the next words out of his mouth are:

"Well, unless getting licked up by some freaky ass lizard thing made his dick bigger, he's still not worth your time, so ditch him and come hang out with us."

"Peter's dick is not the only part of him I value, Flash," she informs him serenely.

Uncle Ben lets out a great "HA!" of laughter, and Peter mutters, "oh my god, _no,"_ in horror.

"I don't understand that statement and I'm not going to address it," Flash's tone is lofty.

She snorts, and says, "I'll see you when I see you, Flash."

"Yeah, yeah."

"I'm hanging up now."

"Yeah. And tell Parker that if he isn't back by Monday, I'm desecrating his locker."

Gwen lowers the phone to her shoulder. "Flash wants me to tell you that he misses you and hopes you get better."

She hears a tinny echo of Flash's indignant squawk, and Peter throws his head back and barks laughter, rolling through the whole column of his throat.

 

-

 

**Three Months Later**

 

The first of September has heat baked into it like layers in a cake, and Gwen Stacy wears long sleeves like she always does.

"You're a freak," Howie feels the dutiful need to inform her, cutting in front of her in order to snatch the box of Cheerios off the shelf before she can get to it. He has very obviously picked his back-to-school outfit with great care, because it's all new: baggy white shorts with a baggy white shirt that hangs down to mid-thigh, and a white baseball cap slung carelessly sideways across his head, like he'd flung it on at random but probably, in fact, spent ten minutes in front of the mirror trying to get the perfect angle.

She leans her hip against the breakfast bar and watches him shake his cereal out into a bowl. Philip's already there, crunching away and watching them with interest.

"Hey, you've still got the size sticker on that," she says casually, moving in. "Let me --"

"No!" Howie shrieks, jolting away from her like she'd tried to unplug his life support. Gwen smiles and triumphantly snatches up his bowl, ducking around the kitchenette to find the milk.

Everybody bustles around the time they need to leave, snatching up last-minute things, and Gwen solemnly helps Simon pick between two identical packs of Crayola markers. Philip takes the other one.

"Where's Mom?" Simon wants to know, when she puts a hand on his new, plastic-smelling backpack and propels him through the door, yelling a good-bye back into the apartment. "Doesn't she usually take us on first-day-of-school?" It comes blurring out of him all in one word.

"She's not feeling well," Gwen says.

"Is it the baby?"

"It's the baby," she confirms. Her mother's nearing the end of her first trimester, consistently caught off guard by her body's response to it. _I was never this sick with any of you!,_ was her frequent and miserable refrain. "But she always feels better in the afternoon, remember, and I think she's taken today off work so she can pick you up."

Simon brightens considerably.

Gwen and Howie drop Philip and Simon off at their school ("this is weird," Philip declares, as they arrange themselves on the sidewalk in a different order than they usually do,) and walk the rest of the way to Midtown Science.

"Nervous?" she asks him.

He eyes her, and then carefully allows himself to admit, "A little bit."

"Don't be, nobody cares about freshmen."

"Oh my god," he gives her a cold shoulder. "I hate you."

"Nobody cares," Gwen sing-songs, enjoying this immensely. She grabs him and wrestles him into a sideways hug, because the greatest advantage of being bitten by a mutant spider is that her little brother will never be able to escape an octopus hug ever again. "You won't even register on anybody's radar unless they walk right into you."

"Getoff!" comes muffled from the general direction of her armpit. "What happened to 'freshmen are friends, not food'?"

Call Gwen a sap (actually, call her a goddamn overachieving academic returning to her natural habitat,) but she's actually always enjoyed back-to-school day; freshmen pretending not to know their parents, seniors staking out the best spots after years of having to relinquish them to upperclassmen, new clothes, new teachers to suss out, new notebooks with spiral binding that hasn't yet been bent out of shape. And no actual work actually gets done on the first day of school, so really, it's just a matter of immersing yourself in the happy illusion of productivity.

Across the quad, an old, rose-colored woman in a wheelchair straightens the lapels of Flash Thompson's camo jacket. He glances around quickly to make sure nobody's watching, then leans down to kiss her cheek.

"Woah, hey," goes Howie, digging at her ribs with his elbow. "Isn't that Miles?"

She looks, and sure enough, stepping off the school bus with Ganke a half-step behind him, Miles files out onto the lawn, glancing around with broad swings of his head. He spots her and his face lights up. He waves. Ganke looks up from his phone and waves, too.

"I didn't know he tested into MidSci," says Howie. "I thought you were tutoring him because he's dumb as a brick and his dad worked with … um, with Doctor Connors."

"We lied," Gwen says cheerily, waving back, too happy to see him to even really be bothered by the timid way Howie edges around the Doc's name. "Miles could have gone to any school he wanted to, he's smart enough."

"You _lied_ about tutoring?" This seems to be blowing Howie's mind. "What did you do instead?"

"Got ice cream, mostly." She grins at him sideways. "Gossiped about the embarrassing contents of your Internet search history."

"Oh my god," says Howie in horror.

Miles's parents had wanted him to go to a private college-prep school in another borough, where there was a better teacher-to-student ratio and the graduation rate was 99%, but in Miles's own words: _what has that school ever done to impress me?_

 _Yeah,_ Gwen had said. _But what has Midtown Science done for you?_

 _Spider-Man goes there,_ Miles smiled at her with all of his teeth, and feelings of immense fondness fizzled like pop rocks inside Gwen's chest. _I want to go to the same school Spider-Man does._

Somewhere in front of them, Melissa Klaus's brothers are there to see her off, and she leans down in order to give the younger one, the one with Down's Syndrome, a very tight hug, and it clears the line of Gwen's vision. Across the quad, she spots a familiar mane of red hair, fresh-washed and a little frazzled at the ends, and a skateboard at their feet.

"Hey," she says to Howie. "I'm going to --"

"Yeah, yeah," he goes, having already followed the direction her body's moving in. "I don't want to see your tongue today, it's going be stressful enough already without needing to wash my eyeballs out in the sink before A track even starts."

"Don't be gross," she retorts, but without heat. She reaches over, flicking the brim of his cap with her nail. "Hey, good luck today."

"I'm going to be sick, I can feel it," he grumbles, but Gwen's already gone, cutting across the quad, greeting Melissa with an easy compliment on her new outfit as she passes ("why are you in long sleeves?" Melissa returns blankly, craning her head around to stare after her.)

"-- they're so _small,"_ MJ's saying as Gwen approaches. She's watching a gaggle of freshman congregate on the front steps, all of them clutching their welcome packets and trying to look like they know what they're doing. "We were never that small, were we?"

"I think we might have been," Peter responds reluctantly. "But I won't tell if you don't."

"Remember when your parents -- er, aunt and uncle, sorry --"

"Parents," Peter allows, as Gwen slides easily into the space he makes for her at his side, tucked under his arm. She'd been debating the merits of how much it was really worth a public display of affection, but Peter turns his face into her hair and kisses her temple in greeting without seeming to need to internally debate it at all.

"-- used to make us hold hands the entire way to school on the first day?"

"I swear I thought they were going to make us do it today, too." They both pause, looking at each other up and down, and simultaneously pull the same face. To Gwen, Peter adds by way of explanation, "My aunt and uncle insisted on seeing us off this morning," and Gwen doesn't need him to tell her that all that ceremony was probably more for MJ's benefit than their own, since her father has probably never seen her off to school a day in his life.

Across the quad, she watches Howie apparently come to a decision, because he straightens his shoulders and struts purposefully towards where Miles Morales is standing on the lawn with Ganke and Kate Bishop, both of whom are arguing heatedly over whatever's on the screen of Ganke's phone, but Miles nods his head to Howie in greeting. His eyes only perform the most minor of judgmental flicks over Howie's choice of outfit.

Gwen smiles, turning Peter's body around with her grip on his waist. They head for the building, and she asks, "How is Uncle Ben? Do you see much of him?"

"No, he's pretty busy," Peter replies happily. Their differences in height makes walking together reminiscent of a lopsided three-legged race, so Gwen extracts herself from him and loops arms with MJ instead, laughing when she says, _Ahh, good, I'm glad you acknowledge my reign as the superior sex._ "Apparently there are all sorts of zoning laws when it comes to reconstruction around here, due to the city's historical status. But they're making progress -- have you seen the Williamsburg Bridge?"

"Mostly I've noticed that they're down to one lane, yes," Gwen returns wryly. "Still, I'm happy there's business for your uncle."

"Didn't he want to bowl professionally?" MJ tosses the question curiously over her shoulder, as they pass under the arch into the shade of the main hallway. Someone's already turned on the air conditioning, bless their little hearts.

Peter grins. "Yes, he did. He used to be in a league and everything. He's always looking for excuses to bring his bowling trophies back up from the basement."

"How does one go from bowling to architecture?" Gwen asks, and beside her, MJ ducks her head, clearly already knowing the answer.

"My parents died," Peter answers, and gestures quickly with his hands before that can become awkward. "Unsatisfactory guard railings on a bad bridge, so my uncle vowed never to let that happen again."

Gwen nods, but she watches the flicker of a muscle in his jawline and she thinks, _A bad bridge didn't kill your parents. Norman Osborne did._ But that's not a conversation she especially wants to have -- it might not be her decision to make, but she's pretty sure that Peter can live a long and happy life without ever knowing what she knows.

"Where's your locker?" MJ wants to know, tugging on her arm.

"Oh, um," Gwen swings her backpack around, shuffling aside her bobby pins and the mask to fish out the back-to-school letter with her assigned locker number on it. "First hall, number 40." 

She looks up at them, just as the expressions on their faces begin to fall. 

" _No,"_ she complains. "You're kidding."

Apologetically, MJ and Peter both point in the opposite direction.

"I guess here is where we say good-bye," MJ says with an exaggerated air of solemnity, extending her arms for a hug. "We'll see you later -- you've got Miss Ritter for first track Lit, right?"

She does, and they hug tightly ("Jesus, how many layers are you wearing?") and Gwen turns to hug Peter, who, of course, leans all his weight into her with a sad noise and doesn't let go after an acceptable amount of time, sending them into an awkward pirouette when her bad leg ceases to tolerate his weight. They bump into a sophomore and laugh, touching their noses together briefly before they part; from behind them, MJ just sighs.

There's a ridge of scar tissue under Peter's shirt -- she can't really feel it, not through their layers, but she knows it's there.

Two of Doc Connors's claw marks healed into thin white lines, but one turned jagged and formed a knotted line across his ribs. Peter claims he doesn't notice, but Gwen does; the crooked heal of it has pulled his left nipple down his chest by a quarter of an inch, something Gwen's fingers always manage to find when she's settled across his hips.

 _Does it really bother you that much?_ Peter had wanted to know, aiming for amused but clearly deciding to worry about it half-way through the question.

 _No,_ Gwen says, too quickly, and then, all in a rush, _I'm a spider. I build webs. As a spider, symmetry is very, very important to me. You aren't symmetrical anymore._

Peter, boundless enthusiastic Peter with his fathomless well of optimism, understood what she was trying to say, and his face began to crack into that grin she loved so much. _Are you saying I was absolutely perfect before?_

 _Oh shut up,_ she snapped, but it turned into a shriek and a laugh when he pushed himself up to bite at the ticklish spot on the underside of her jaw.

After arranging the necessities inside her locker space to her satisfaction (she debates, for a moment, about taping the picture to the inside of the door, but then she does: Maggie Fitzgerald, the main character from Clint Eastwood's _Million Dollar Baby,_ had been a present mailed to her from Dr. Connors, because there's always going to be a part of him that's cold, violent, and reptilian, and she needs to remember that; what they went through has changed them both,) she closes the door and slips her lock through it, spinning it twice to make sure she remembers the combination. She's just about to step back and head for class, thinking about scoping for a good seat by the wall, when her spider-senses flare: a heavy body is approaching her rapidly from behind, all the weight balanced on tiptoes in a bid for swiftness and silence. She smiles.

Flash's arms wrap around her waist and swing her off her feet, and Gwen shrieks and pounds (lightly) on his shoulders as he spins her around.

"Oh my god, Flash," she complains, as he sets her down again. He just offers her a smirk and a fist to bump, then leans against the locker next to hers.

She'd thought it had been unclaimed, since it didn't have a lock, but then Flash says, "Well, what do you know?" and opens it. The first thing she spots is the familiar broken spine of his favorite Ragnar Benson book sitting on the top shelf.

" _No,"_ she says emphatically and with a great, dawning horror. "You are _not_ my locker buddy."

Flash _tsks_ with the air of someone imparting an uncomfortable truth.

Gwen groans.

"Hey," he straightens up. "Was that baby Stacy I saw outside earlier?"

"Yes, it was," and she points at him. "Don't even think about it, Flash. Freshmen are friends, not food."

"Yeah, yeah," he goes, with a shark's grin that bares a single side of his mouth, the sharp glint of a tooth.

Overhead, the bell rings, and with a mock salute, he pivots on one heel and leaves.

"Nice shirt!" she tosses after his retreating back, and he spins back around, spreading his arms in a _come at me_ gesture. The canvas fabric of his jacket falls open, further revealing the Spider-Man logo on his shirt, so faithful to Peter's original design that, if Gwen didn't know better, she'd say it was Peter himself designing her own merchandise. 

"What can I say?" Flash goes. "Dude's a badass. I hear he gets all the babes."

"Uh-huh," Gwen laughs. "Sure, if the babe's wanted for a felony."

"Hey!" he puts his hands to his chest, mock offended. "Don't knock an inspiration."

"Right," she drags out. "I'll see you later," and he tips his chin at her in acknowledgement, turning and disappearing into the churning mass the student body created out of the hallway, not even bothering to use his elbows to clear a path like he usually does. 

Smiling to herself, Gwen turns and heads in the other direction, towards first track Lit, where hopefully they're just going to go over the syllabus and then they'll be released so that Gwen will have time to put her back up against her locker and let Peter kiss her lipstick off before the bell rings for the next class, because she's gone a whole summer without that particular sensation and it's a tragedy. Maybe he'll sit behind her while Miss Ritter does introductions and thread something into her hair that she'll only find later, when she's trying to pin her hair up underneath the mask.

Entirely unable to help the way delight sparks off inside of her, she laughs, and then tucks her books in front of her and skips the rest of the way to class.

 

 

 

-  
fin

 

 

 

**Author's Note:**

>  **1.** While most of the events referenced in this fic are fabricated, they all draw, in one way or another, on very, very real prejudices and -isms. For example, the statistic about NYPD pulling over more black men in Brooklyn than there are black men living in Brooklyn is [true](http://video.msnbc.msn.com/all-in-/52114957#52114957). (The entire video is rage-inducing, but the relevant bit is at 2:30.) That bit about them freezing constitutional rights when it's convenient for them to quell the voices of a minority? [Also true.](http://beforeitsnews.com/alternative/2013/03/the-nypd-declares-martial-law-in-brooklyn-2593426.html) It's called a State of Exception. Now, there are several sides to every story, but it was also pretty clear to me which side Spider-Man would fall on.
> 
>  **2.** I am not affiliated in any way with [horse_ebooks](https://twitter.com/Horse_ebooks) or [Melissa Harris-Perry](http://melissaharrisperry.com/).
> 
>  **3.** Don't forget to tell my artists, [quintenttsy](http://archiveofourown.org/users/quintenttsy/) and [salvadore](http://archiveofourown.org/users/salvadore), just how amazing they are! All the thanks in the world to them, and to the mod at the [Heroine Big Bang](http://heroinebigbang.livejournal.com/) for all of her hard work!
> 
>  **4.** And thank you to you, for reading.

**Works inspired by this one:**

  * [Maggie Fitzgerald and the Salt Water Dip by antistar_e [Podfic]](https://archiveofourown.org/works/2903612) by [Rhea314 (Rhea)](https://archiveofourown.org/users/Rhea/pseuds/Rhea314)




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